UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, ~~2021~~2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File No. 001-40501

iSpecimen Inc.

(Exact name of Registrant as specified in its Charter)


Delaware		27-0480143
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

450 Bedford Street, Lexington, Massachusetts 02420

(Address of principal executive offices) (Zip Code)

(781) 301-6700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		ISPC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐☒Yes ☒☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”,~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August ~~6, 2021,~~3, 2022, there were ~~6,922,628~~8,880,598 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

iSPECIMEN INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, ~~2021~~2022

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
ITEM 1 .	Financial Statements
	Condensed Balance Sheets as of June 30, ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021	3
	Unaudited Condensed Statements of Operations for the Three ~~Months~~ and Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021	4
	Unaudited Condensed ~~Statements~~Statement of Stockholders’ Equity for the Six Months Ended June 30, 2022	5
	Unaudited Condensed Statement of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2021 ~~and 2020~~	56
	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, ~~2021~~2022 and ~~2020~~2021	67
	Notes to Unaudited Condensed Financial Statements	78
ITEM 2 .	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2420
ITEM 3 .	Quantitative and Qualitative Disclosures About Market Risk	3834
ITEM 4 .	Controls and Procedures	3834

PART II – OTHER INFORMATION
ITEM 1 .	Legal Proceedings	4036
ITEM 1A .	Risk Factors	4036
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4036
ITEM 3.	Defaults Upon Senior Securities	4036
ITEM 4.	Mine Safety Disclosures	4136
ITEM 5.	Other Information	4136
ITEM 6.	Exhibits	41
		37
SIGNATURES		4238

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

iSpecimen Inc.

Condensed Balance Sheets



	June 30, 2022		December 31, 2021
ASSETS	(Unaudited)
Current assets:
Cash	$	23,691,175	$	27,738,979
Accounts receivable - unbilled		1,264,278		1,739,020
Accounts receivable, net of allowance for doubtful accounts of $289,207 and $269,170 at June 30, 2022 and December 31, 2021, respectively		1,660,076		3,002,442
Prepaid expenses and other current assets		374,867		327,035
Tax credit receivable, current portion		140,873		140,873
Total current assets		27,131,269		32,948,349
Property and equipment, net		23,648		32,781
Internally developed software, net		2,954,936		2,710,867
Operating lease right-of-use asset		260,003		—
Security deposits		27,601		27,601
Total assets	$	30,397,457	$	35,719,598
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	433,026	$	832,678
Accrued expenses		634,256		1,009,803
Accrued interest		7,778		8,167
Operating lease current obligation		152,780		—
Term loan, net of debt discount, current portion		466,667		—
Deferred revenue		334,980		654,746
Total current liabilities		2,029,487		2,505,394
Operating lease long-term obligation		107,975		—
Term loan, net of debt discount - long term		2,962,065		3,422,616
Total liabilities		5,099,527		5,928,010

Commitments and contingencies (See Note 6)

Stockholders’ equity
Common stock, $0.0001 par value, 200,000,000 shares authorized, 8,904,711 issued, and 8,873,711 outstanding at June 30, 2022 and 8,764,479 issued and 8,733,479 outstanding at December 31, 2021		887		873
Additional paid-in capital		68,307,168		67,810,289
Treasury stock, 31,000 shares at June 30, 2022 and December 31, 2021, at cost		(172)		(172)
Accumulated deficit		(43,009,953)		(38,019,402)
Total stockholders’ equity		25,297,930		29,791,588
Total liabilities and stockholders’ equity	$	30,397,457	$	35,719,598

See accompanying notes to these unaudited condensed financial statements.

Table of Contents

iSpecimen Inc.

Condensed Statements of Operations

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue	$	2,338,688	$	2,903,876	$	4,857,348	$	5,867,683
Operating expenses:
Cost of revenue		999,743		1,489,196		2,165,659		3,112,847
Technology		635,650		361,799		1,163,173		771,750
Sales and marketing		950,563		647,592		1,697,994		1,176,978
Supply development		242,380		100,693		424,450		212,269
Fulfillment		519,994		287,275		963,788		556,371
General and administrative		1,575,365		1,545,852		3,385,679		2,508,643
Total operating expenses		4,923,695		4,432,407		9,800,743		8,338,858
Loss from operations		(2,585,007)		(1,528,531)		(4,943,395)		(2,471,175)

Other income (expense), net
Interest expense		(42,273)		(1,133,479)		(80,321)		(1,986,407)
Change in fair value of derivative liability on convertible notes		—		(117,000)		—		(271,000)
Change in fair value of derivative liability on bridge notes and bridge notes, related parties		—		1,630,700		—		1,582,700
Gain (loss) on extinguishment of bridge notes and bridge notes, related parties		—		9,746		—		(2,740,425)
Loss on extinguishment of convertible notes and convertible notes, related parties		—		(260,185)		—		(260,185)
Gain on extinguishment of note payable		—		—		—		788,156
Other income (expense), net		6,590		3,663		6,630		(69)
Interest income		13,881		172		26,535		—
Total other income (expense), net		(21,802)		133,617		(47,156)		(2,887,230)
Net loss	$	(2,606,809)	$	(1,394,914)	$	(4,990,551)	$	(5,358,405)

Net loss per share - basic and diluted	$	(0.30)	$	(0.87)	$	(0.57)	$	(4.21)

Weighted average shares of common stock outstanding - basic and diluted		8,821,698		1,611,774		8,793,723		1,273,993

See accompanying notes to these unaudited condensed financial statements.

Table of Contents

iSpecimen Inc.

Condensed Statements of Changes in Stockholders’ Equity

(Unaudited)

June 30, 2021

December 31, 2020
ASSETS

(Unaudited)

Current assets:





Cash

$
13,184,310

$
695,909
Accounts receivable – unbilled

1,125,789

652,761
Accounts receivable, net of allowance for doubtful accounts of $147,714 and $108,096 at June 30, 2021 and December 31, 2020, respectively

1,987,112

1,526,392
Prepaid expenses and other current assets

442,089

417,929
Tax credit receivable, current portion

179,376

179,376
Total current assets

16,918,676

3,472,367
Property and equipment, net

55,879

75,589
Internally developed software, net

2,602,886

2,634,139
Security deposits

27,601

27,601
Total assets

$
19,605,042

$
6,209,696
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)




Current liabilities:




Accounts payable

$
3,233,231

$
1,792,432
Accrued expenses

1,879,812

810,910
Accrued interest

9,864

3,696,944
Convertible notes payable, related parties, net of unamortized debt discount and debt issuance costs

—

5,490,811
Derivative liability for embedded conversion features on convertible notes payable

—

2,373,000
Bridge notes payable, net of debt issuance costs

—

4,589,228
Bridge notes payable, related parties

—

1,905,000
Derivative liability for embedded conversion feature on bridge notes payable and bridge notes, related parties

—

—
Note payable, current portion

—

604,109
Deferred revenue

802,860

873,254
Total current liabilities

5,925,767

22,135,688
Note payable, net of current portion

—

178,899
Bridge notes payable, net of debt issuance costs

2,675,000

—
Bridge notes payable, related parties

325,000

—
Total liabilities

8,925,767

22,314,587
Commitments and contingencies




Series B convertible preferred stock, $0.0001 par value, 3,200,000 shares authorized, 0 and 572,465 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

—

7,999,997
Series A-1 convertible preferred stock, $0.0001 par value, 556,550 shares authorized, 0 and 100,365 issued and outstanding at June 30, 2021 and December 31, 2020, respectively

—

561,041
Series A convertible preferred stock, $0.0001 par value, 3,427,871 shares authorized, 0 and 618,182 issued and outstanding at June 30, 2021 and December 31, 2020, respectively

—

2,612,038
Total convertible preferred stock

—

11,173,076
Stockholders’ equity (deficit)


Common stock, $0.0001 par value, 200,000,000 shares authorized, 6,596,729 issued, and 6,565,729 outstanding at June 30, 2021, and 16,000,000 shares authorized, 967,213 issued and 936,213 outstanding at December 31, 2020

657

94
Additional paid-in capital

45,094,782

1,779,698
Treasury stock, 31,000 shares at June 30, 2021 and December 31, 2020, at cost

(172)

(172)
Accumulated deficit

(34,415,992)

(29,057,587)
Total stockholders’ equity (deficit)

10,679,275

(27,277,967)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

$
19,605,042

$
6,209,696

~~See accompanying notes to these unaudited interim financial statements.~~

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Condensed Statements of Operations~~

~~(Unaudited)~~

Three months ended June 30,

Six months ended June 30,


2021

2020

2021

2020
Revenue

$
2,903,876

$
1,504,569

$
5,867,683

$
3,216,228
Operating expenses:

Cost of revenue

1,489,196

473,982

3,112,847

1,128,249
Technology

361,799

291,601

771,750

718,314
Sales and marketing

647,592

367,617

1,176,978

799,256
Supply development

100,693

147,588

212,269

262,193
Fulfillment

287,275

185,185

556,371

400,355
General and administrative

1,545,852

343,602

2,508,643

656,855
Total operating expenses

4,432,407

1,809,575

8,338,858

3,965,222
Loss from operations

(1,528,531)

(305,006)

(2,471,175)

(748,994)
Other income (expense), net

Interest expense

(1,133,479)

(459,005)

(1,986,407)

(1,048,220)
Change in fair value of derivative liability on convertible notes

(117,000)

583,000

(271,000)

(22,000)
Change in fair value of derivative liability on bridge notes and bridge notes,related parties

1,630,700

—

1,582,700

—
Gain (loss) on extinguishment of bridge notes and bridge notes, related parties

9,746

—

(2,740,425)

—
Loss on extinguishment of convertible notes and convertible notes, related parties

(260,185)

—

(260,185)

—
Gain on extinguishment of note payable

—

—

788,156

—
Other income (expense)

3,663

6,688

(69)

6,691
Interest income

172

86

—

309
Other income (expense), net

133,617

130,769

(2,887,230)

(1,063,220)

Net loss before benefit from income taxes

(1,394,914)

(174,237)

(5,358,405)

(1,812,214)
Benefit from income taxes

—

145

—

145

Net loss

$
(1,394,914)

$
(174,092)

$
(5,358,405)

$
(1,812,069)

Net loss per share

Basic and diluted

$
(0.87)

$
(0.19)

$
(4.21)

$
(1.94)

Weighted average common shares outstanding

Basic and diluted

1,611,774

936,213

1,273,993

936,213



								Additional				Total
		Common Stock			Treasury Stock			Paid-In		Accumulated		Stockholders'
		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance at January 1, 2022		8,733,479	$	873	31,000	$	(172)	$	67,810,289	$	(38,019,402)	$	29,791,588
Share-based compensation expense		—		—	—		—		183,410		—		183,410
Vesting of restricted stock units		3,125		—	—		—		781		—		781
Issuance of common stock through exercise of stock options		77,679		8	—		—		75,269		—		75,277
Net loss		—		—	—		—		—		(2,383,742)		(2,383,742)
Balance at March 31, 2022		8,814,283	$	881	31,000	$	(172)	$	68,069,749	$	(40,403,144)	$	27,667,314
Share-based compensation expense	��	—		—	—		—		202,318		—		202,318
Vesting of restricted stock units		56,601		6	—		—		27,024		—		27,030
Issuance of common stock through exercise of stock options		1,827		—	—		—		1,827		—		1,827
Issuance of common stock in exchange for services		1,000		—	—		—		6,250		—		6,250
Net loss		—		—	—		—		—		(2,606,809)		(2,606,809)
Balance at June 30, 2022		8,873,711	$	887	31,000	$	(172)	$	68,307,168	$	(43,009,953)	$	25,297,930

See accompanying notes to these unaudited ~~interim~~condensed financial statements.

Table of Contents

~~iSpecimen Inc.~~

Condensed Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity ~~(Deficit~~)(Deficit)

(Unaudited)

Total

Series B Convertible

Series A-1 Convertible

Series A Convertible

Additional

Stockholders'

Preferred Stock

Preferred Stock

Preferred Stock

Common Stock

Treasury Stock

Paid-In

Accumulated

Equity

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

(Deficit)
Balance at December 31, 2020

572,465

$
7,999,997

100,365

$
561,041

618,182

$
2,612,038

936,213

$
94

31,000

$
(172)

$
1,779,698

$
(29,057,587)

$
(27,277,967)
Share-based compensation expense

—

—

—

—

—

—

—

—

—

—

22,036

—

22,036
Net loss

—

—

—

—

—

—

—

—

—

—

—

(3,963,491)

(3,963,491)
Balance at March 31, 2021 (unaudited)

572,465

$
7,999,997

100,365

$
561,041

618,182

$
2,612,038

936,213

$
94

31,000

$
(172)

$
1,801,734

$
(33,021,078)

$
(31,219,422)
Conversion of redeemable convertible preferred stock into common stock upon initial public offering

(572,465)

(7,999,997)

(100,365)

(561,041)

(618,182)

(2,612,038)

1,291,012

129

—

—

11,172,947

—

11,173,076
Conversion of principal and accrued interest of convertible notes and bridge notes into common stock upon initial public offering

—

—

—

—

—

—

2,049,043

205

—

—

16,392,139

16,392,344
Issuance of common stock in connection with public offering

—

—

—

—

—

—

2,250,000

225

—

—

17,999,775

—

18,000,000
Offering costs in connection with public offering

—

—

—

—

—

—

—

—

—

—

(2,339,816)

—

(2,339,816)
Issuance of common stock through exercise of stock options

—

—

—

—

—

—

39,461

4

—

—

39,629

—

39,633
Share-based compensation expense

—

—

—

—

—

—

—

—

—

—

28,374

—

28,374
Net loss

—

—

—

—

—

—

—

—

—

—

—

(1,394,914)

(1,394,914)
Balance at June 30, 2021 (unaudited)

—

$
—

—

$
—

—

$
—

6,565,729

$
657

31,000

$
(172)

$
45,094,782

$
(34,415,992)

$
10,679,275



																				Total
	Series B Convertible			Series A-1 Convertible			Series A Convertible									Additional				Stockholders’
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Treasury Stock			Paid-In		Accumulated		Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		(Deficit)
Balance at January 1, 2021	572,465	$	7,999,997	100,365	$	561,041	618,182	$	2,612,038	936,213	$	94	31,000	$	(172)	$	1,779,698	$	(29,057,587)	$	(27,277,967)
Share-based compensation expense	—		—	—		—	—		—	—		—	—		—		22,036		—		22,036
Net loss	—		—	—		—	—		—	—		—	—		—		—		(3,963,491)		(3,963,491)
Balance at March 31, 2021	572,465	$	7,999,997	100,365	$	561,041	618,182	$	2,612,038	936,213	$	94	31,000	$	(172)	$	1,801,734	$	(33,021,078)	$	(31,219,422)
Conversion of redeemable convertible preferred stock into common stock upon initial public offering	(572,465)		(7,999,997)	(100,365)		(561,041)	(618,182)		(2,612,038)	1,291,012		129	—		—		11,172,947		—		11,173,076
Conversion of principal and accrued interest of convertible notes and bridge notes into common stock upon initial public offering	—		—	—		—	—		—	2,049,043		205	—		—		16,392,139		—		16,392,344
Issuance of common stock in connection with public offering	—		—	—		—	—		—	2,250,000		225	—		—		17,999,775		—		18,000,000
Offering costs in connection with public offering	—		—	—		—	—		—	—		—	—		—		(2,339,816)		—		(2,339,816)
Issuance of common stock through exercise of stock options	—		—	—		—	—		—	39,461		4	—		—		39,629		—		39,633
Share-based compensation expense	—		—	—		—	—		—	—		—	—		—		28,374		—		28,374
Net loss	—		—	—		—	—		—	—		—	—		—		—		(1,394,914)		(1,394,914)
Balance at June 30, 2021	—	$	—	—	$	—	—	$	—	6,565,729	$	657	31,000	$	(172)	$	45,094,782	$	(34,415,992)	$	10,679,275

See accompanying notes to these unaudited condensed financial statements.

Table of Contents

iSpecimen Inc.

Condensed Statements of Cash Flows

(Unaudited)


																						Six Months Ended June 30,
	Series B Convertible			Series A-1 Convertible			Series A Convertible									Additional				Total		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss																						$	(4,990,551)	$	(5,358,405)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation																							413,539		50,410
Amortization of internally developed software																							533,112		471,584
Depreciation of property and equipment																							9,132		22,260
Bad debt expense																							269,645		39,618
Amortization of debt issuance costs on Term Loan																							6,116		—
Amortization of discount and debt issuance costs on convertible notes																							—		1,088
Amortization of discount on bridge notes																							—		869,600
Change in fair value of derivative liabilities																							—		(1,311,700)
Loss on extinguishment on bridge notes																							—		2,740,425
Loss on extinguishment of convertible notes																							—		260,185
Gain on extinguishment on note payable																							—		(788,156)
Change in operating assets and liabilities:
Accounts receivable – unbilled																							474,742		(473,028)
Accounts receivable																							1,072,721		(500,338)
Prepaid expenses and other current assets																							(47,832)		(24,160)
Operating lease right-of-use asset																							73,120		—
Accounts payable																							(399,652)		1,440,799
Accrued expenses																							(375,547)		1,068,902
Accrued interest																							(389)		(1,707,225)
Operating lease liability																							(72,367)		—
Deferred revenue																							(319,766)		(70,394)
Net cash used in operating activities																							(3,353,977)		(3,268,535)
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Treasury Stock			Paid-In		Accumulated		Stockholders’
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment																							—		(2,550)
Capitalization of internally developed software																							(777,181)		(440,331)
Net cash used in investing activities																							(777,181)		(442,881)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance at December 31, 2019	572,465	$	7,999,997	100,365	$	561,041	618,182	$	2,612,038	936,213	$	94	31,000	$	(172)	$	1,686,832	$	(24,405,503)		(22,718,749)
Share-based compensation expense	—		—	—		—	—		—	—		—	—		—		22,045		—		22,045
Net loss	—		—	—		—	—		—	—		—	—		—		—		(1,637,979)		(1,637,979)
Balance at March 31, 2020 (unaudited)	572,465	$	7,999,997	100,365	$	561,041	618,182	$	2,612,038	936,213	$	94	31,000	$	(172)	$	1,708,877	$	(26,043,482)	$	(24,334,683)
Share-based compensation expense	—		—	—		—	—		—	—		—	—		—		29,287		—		29,287
Net loss	—		—	—		—	—		—	—		—	—		—		—		(174,092)		(174,092)
Balance at June 30, 2020 (unaudited)	572,465	$	7,999,997	100,365	$	561,041	618,182	$	2,612,038	936,213	$	94	31,000	$	(172)	$	1,738,164	$	(26,217,574)	$	(24,479,488)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of bridge notes payable																							—		500,000
Proceeds from exercise of stock options																							77,104		39,633
Proceeds from issuance of common stock in exchange for services																							6,250		—
Proceeds from issuance of common stock in connection with initial public offering																							—		18,000,000
Payment of offering costs in connection with the issuance of common stock in connection with initial public offering																							—		(2,339,816)
Net cash provided by financing activities																							83,354		16,199,817

Net change in cash																							(4,047,804)		12,488,401
Cash at beginning of period																							27,738,979		695,909
Cash at end of period																						$	23,691,175	$	13,184,310

Supplemental disclosure of cash flow information:
Cash paid for interest																						$	74,205	$	2,824,032
Supplemental disclosure of non-cash investing and financing activities:
Conversion of redeemable convertible preferred stock into common stock																						$	—	$	11,173,076
Conversion of convertible notes and accrued interest into common stock																						$	—	$	6,748,729
Conversion of bridge notes and accrued interest into common stock																						$	—	$	4,717,646
Issuance of common stock warrants as offering costs in connection with public offering of common stock																						$	—	$	374,400
Non-cash amounts of lease liabilities arising from obtaining right-of use-assets																						$	333,123	$	—

See accompanying notes to these unaudited ~~interim~~condensed financial statements.

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Condensed Statements of Cash Flows~~

~~(Unaudited)~~

Six months ended June 30,


2021

2020
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$
(5,358,405)

$
(1,812,069)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:


Share-based compensation

50,410

51,332
Amortization of internally developed software

471,584

420,257
Depreciation of property and equipment

22,260

28,680
Bad debt expense

39,618

—
Amortization of discount and debt issuance costs on convertible notes

1,088

139,232
Amortization of discount on bridge notes

869,600

—
Change in fair value of derivative liabilities

(1,311,700)

22,000
Loss on extinguishment on bridge notes

2,740,425

—
Loss on extinguishment of convertible notes

260,185

—
Gain on extinguishment on note payable

(788,156)

—
Change in operating assets and liabilities:


Accounts receivable

(500,338)

(183,117)
Accounts receivable – unbilled

(473,028)

(280,555)
Prepaid expenses and other current assets

(24,160)

(3,493)
Tax credit receivable

—

104,479
Accounts payable

1,440,799

146,202
Accrued expenses

1,068,902

157,086
Accrued interest

(1,707,225)

906,476
Deferred revenue

(70,394)

359,171
Net cash (used in) provided by operating activities

(3,268,535)

55,681

CASH FLOWS FROM INVESTING ACTIVITIES:


Purchase of property and equipment

(2,550)

(1,007)
Capitalization of internally developed software

(440,331)

(591,017)
Net cash used in investing activities

(442,881)

(592,024)
CASH FLOWS FROM FINANCING ACTIVITIES:




Proceeds from issuance of bridge notes payable

500,000

1,000,000
Proceeds from issuance of note payable

—

783,008
Proceeds from exercise of stock options

39,633

—
Proceeds from issuance of common stock in connection with public offering

18,000,000

—
Payment of offering cost in connection with the issuance of common stock in connection with public offering

(2,339,816)

—
Net cash provided by financing activities

16,199,817

1,783,008
Net increase in cash

12,488,401

1,246,665
Cash at beginning of period

695,909

53,893
Cash at end of period

$
13,184,310

$
1,300,558
Supplemental disclosure of cash flow information:

Cash paid for interest

$
2,824,032

$
—

Supplemental disclosure of non-cash investing and financing activities:

Conversion of redeemable convertible preferred stock into common stock

$
11,173,076

$
—
Conversion of convertible notes and accrued interest into common stock

$
6,748,729

$
—
Conversion of bridge notes and accrued interest into common stock

$
4,717,646

$
—
Issuance of common stock warrants as offering costs in connection with public offering of common stock

$
374,400

$
—

~~See accompanying notes to these unaudited interim financial statements.~~

Table of Contents

iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

1.NATURE OF BUSINESS AND BASIS OF PRESENTATION

Business

iSpecimen Inc. (“iSpecimen” or the “Company”) was incorporated in 2009 under the laws of the state of Delaware. The Company has developed and launched a proprietary online marketplace platform that connects medical researchers who need access to subjects, samples, and data, with hospitals, laboratories, and other organizations who have access to them. iSpecimen is a technology-driven company founded to address a critical challenge: how to connect life science researchers who need human biofluids, tissues, and living cells (“biospecimens”) for their research, with biospecimens available (but not easily accessible) in healthcare provider organizations worldwide. The Company’s proprietary platform, the iSpecimen Marketplace platform, is designed to ~~help~~ solve this problem and transform the biospecimen procurement process to accelerate medical discovery. The Company is headquartered in Lexington, Massachusetts and its principal market is North America. The Company operates as ~~one~~ 1 operating and reporting segment.

Basis of Presentation

The accompanying unaudited ~~interim~~ condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information, and, pursuant to the rules and regulations of Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”), published by the Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited ~~interim~~ condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results of operations for the periods presented. They may not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended December 31, ~~2020 included~~2021 and the Company’s financial statements and notes thereto contained in the Company’s final prospectus dated June 16, 2021, pursuant to Rule 424(b) under the Securities Act. The results of operations for any interim periods are not necessarily indicative of the results that may be expectedquarterly report on Form 10-Q for the ~~entire fiscal year or any other interim period.~~

Onquarter ended March ~~30, 2021, the Company effected a~~ ~~1-for-5.545~~ reverse stock split (“reverse stock split”) of the Company’s common stock. All fractional shares as a result of the reverse stock split were rounded down and no fractional shares were issued in connection with the reverse stock split. The par value, authorized share amount, and other terms of the common stock and preferred stock were not affected by the reverse stock split. All share and per share amounts, including stock options, warrants, and restricted stock awards have been retroactively adjusted in these financial statements for all periods presented to reflect the reverse stock split. Further, exercise prices of stock options and warrants have been retroactively adjusted in these financial statements for all periods presented to reflect the reverse stock split.

~~Initial Public Offering~~

On June 21, 2021, the Company consummated its initial public offering (“IPO”) in which the Company issued and sold 2,250,000 shares of its common stock at a public offering price of $8.00 per share, for aggregate gross proceeds of $18 million. The net proceeds from the IPO were $15.7 million after deducting underwriting discounts of $1.7 million and other offering costs of $0.6 million. The shares of common stock commenced trading on the Nasdaq Stock Market LLC on June 17, 2021 under the ticker symbol “ISPC.”

On July 1, 2021, the Company sold an additional 337,500 shares of its common stock, pursuant to the underwriters’ full exercise of the option, at a public offering price of $8.00 per share, for aggregate gross proceeds of $2.7 million. In aggregate, the Company received approximately $18.2 million after deducting for all underwriting discounts of $1.9 million and other offering costs of $0.6 million.

Upon closing of the IPO, all of the then-outstanding shares of redeemable convertible preferred stock automatically converted into common stock at a ratio of 1:1, resulting in the issuance of 1,291,012 shares of common stock. Subsequent to the closing of the IPO, there were 0 shares of convertible preferred stock outstanding.

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

Upon closing of the IPO, the Company converted all $5.5 million of its outstanding principal and all unpaid and accrued interest of approximately $1.3 million of the Convertible Notes (as defined below) into 1,206,614 shares of common stock at a conversion price of $5.60 per share. The Company incurred an approximately $0.3 million loss on conversion of the Convertible Notes during the period ended June 30, 2021. As of June 30, 2021, there were 0 Convertible Notes outstanding.

Additionally, upon closing of the IPO, the Company converted $4 million of its outstanding principal and accrued and unpaid interest of approximately $0.7 million of the Bridge Notes (as defined below), as amended, into 842,429 shares of common stock at a conversion price of $5.60 per share. As of June 30, 2021, there was a remaining principal balance of $3.0 million on the Bridge Notes. The remaining principal of $3.0 million accrues interest at a rate of fifteen percent (15%) per annum with a maturity date of December 16,31, 2022.

Liquidity and Going Concern

The Company has recognized recurring losses and atas of June 30, ~~2021,~~2022, the Company had working capital of ~~$10,992,909,~~$25,101,782, an accumulated deficit of ~~$34,415,992,~~$43,009,953, cash of ~~$13,184,310~~$23,691,175 and accounts payable and accrued expenses of ~~$5,113,043.~~

$1,067,282. Management believes that the ~~Company’s~~Company's existing cash, ~~and cash equivalents,~~ which include the net proceeds from the ~~IPO,~~Company’s initial public offering in June 2021 (the “IPO”) , the Term Loan (defined below), and the PIPE (defined below) will allow the Company to continue its operations for at least the next 12 months from the date these unaudited condensed financial statements are issued and therefore the conditions raising substantial doubt raised in prior periods ~~has~~have been alleviated. As a result of recurring losses, the continued viability of the Company beyond August ~~2022~~2023 may be dependent on its ability to continue to raise additional capital to finance its operations.

Impact of the COVID-19 Pandemic on the Company’s Operations

In December 2019, the novel coronavirus SARS-Cov2, or COVID-19 outbreak, was reported to have surfaced in China. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency due to the risks to the international community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The Company is subject to the risks arising from the COVID-19 outbreak’s social and economic impacts on the healthcare services industry. The Company’s management believes that the social and economic impacts could have ~~a significant~~an impact on future financial condition, liquidity, and results of operations, which include but are not limited to the following: (i) restrictions on in-person activities arising from shelter-in-place, or similar isolation orders; (ii) inability to source specimens from the Company’s suppliers arising from shelter-in-place, or similar isolation orders; (iii) reduced capacity if personnel are infected or quarantined; (iv) decline in researcher demand for specimens; and (v) deteriorating economic conditions, such as increased unemployment rates and recessionary conditions.

~~The COVID-19 outbreak has continued~~8

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iSpecimen Inc.

Notes to impact the Company’s operations during the six months ended June 30, 2021. In response to the COVID-19 outbreak, the Company initially implemented measures to help stabilize revenue as well as measures to reduce costs. To stabilize revenue, the Company added COVID-19 samples to its product line to support growing research in this area and also implemented mobile phlebotomy to more easily access research subjects. While research continues in this area, through June 2021, specimen requests for COVID-19 samples are declining, when compared to the same period in 2020. Unaudited Condensed Financial Statements

Given the evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company expects this matter to continue to have an impact on its results of operations, financial condition, and liquidity. However, the extent of the financial impact and the duration cannot be reasonably estimated at this time.

The Company will continue to monitor and evaluate the ongoing COVID-19 pandemic and will work to respond appropriately to the impact of COVID-19 on its business, as well as its customers’ and suppliers’ businesses.

Impact of the Russian-Ukrainian Waron the Company’s Operations

The Company’s business was negatively impacted during the first quarter of 2022 by the ongoing war between Russia and Ukraine. At the start of the war, the Company had approximately $1 million of purchase orders that were slated to be fulfilled by the Company’s supply network in Ukraine and Russia. This supply network shut down quickly at the start of the war. Ukrainian suppliers were disabled due to war conditions and evacuations and Russian suppliers were disabled by sanctions. While the Company mobilized to shift these purchase orders to other suppliers in the network, the process of getting specimen collections from other supply sites took time, which caused a delay in the fulfillment of such purchase orders.

~~Table~~As of ~~Contents~~

~~iSpecimen Inc.~~

~~Notes~~June 30, 2022, the Company continued to ~~Unaudited Condensed Financial Statements~~be negatively impacted by this war. The Company’s supply sites in Russia remain inaccessible due to sanctions and while the Company’s supply sites in Ukraine have mostly reopened, they are operating at a limited capacity. Additionally, due to the uncertainty caused by the ongoing war, Ukraine suppliers may again become inaccessible to the Company. Therefore, as long as the uncertainty continues, the Company will not use them as sole specimen sources at a purchase order level. Alternate suppliers may not have the same favorable unit economics or specimen collection rates. The short and long-term implications of the war are difficult to predict at this time. The imposition of sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact the Company’s business and the businesses of the Company’s supply partners, especially those in Ukraine and Russia. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of the war on the Company’s business and the companies from which the Company obtains supplies and distributes specimens.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies and recent accounting standards are summarized in Note 2 of the Company’s ~~financial statements~~annual report on Form 10-K for the year ended December 31, ~~2020.~~2021. There were no significant changes to these accounting policies during the six months ended June 30, ~~2021.~~2022.

Use of Estimates

The preparation of the Company’s unaudited ~~interim~~ condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company utilizes certain estimates in the determination of the fair value of its common stock and warrants, deferred tax valuation allowances, revenue recognition, share-based compensation, ~~derivative liabilities for embedded conversion features,~~ and accrued expenses amongst others. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates.

~~Off-Balance Sheet Risk and Concentrations of Credit Risk~~

The Company has no significant off-balance sheet risks, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Cash accounts are maintained at financial institutions that potentially subject the Company to concentrations of credit risk. At June 30, 2021 and December 31, 2020, substantially all of the Company’s cash was deposited in accounts at one financial institution. The Company maintains its cash deposits, which at times may exceed the federally insured limits, with a reputable financial institution and, accordingly, the Company believes such funds are subject to minimal credit risk.

Concentration of credit risk with respect to accounts receivable is typically related to customers who account for a significant portion of revenue. During the three months ended June 30, 2021, 2 customers represented approximately 14% and 10% of the Company’s revenues and comprised 15% and 4% of accounts receivable and 0% and 0% of accounts receivable-unbilled at June 30, 2021. During the three months ended June 30, 2020, 1 customer represented approximately 31% of the Company’s revenues and comprised 1% of accounts receivable, and 0% of accounts receivable-unbilled at June 30, 2020.

During the six months ended June 30, 2021, 2 customers represented approximately 14% and 11% of the Company’s revenues and comprised 4% and 2% of accounts receivable and 0% and 0% of accounts receivable-unbilled at June 30, 2021. During the six months ended June 30, 2020, 2 customers represented approximately 30% and 18% of the Company’s revenues and comprised 1% and 0% of accounts receivable, and 0% and 53% of accounts receivable-unbilled at June 30, 2020.

During the three months ended June 30, 2021 and 2020, revenue attributable to customers located in foreign countries represented approximately 11% and 4% of revenue, respectively. During the three months ended June 30, 2021 and 2020, accounts receivable attributable to customers located in foreign countries represented approximately 8% and 6% of accounts receivable, respectively. During the three months ended June 30, 2021 and 2020, accounts receivable-unbilled attributable to customers located in foreign countries represented approximately 6% and 1% of accounts receivable-unbilled, respectively.

During the six months ended June 30, 2021 and 2020, revenue attributable to customers located in foreign countries represented approximately 8% and 7% of revenue, respectively. During the six months ended June 30, 2021 and 2020, accounts receivable attributable to customers located in foreign countries represented approximately 8% and 6% of accounts receivable, respectively. During the six months ended June 30, 2021 and 2020, accounts receivable-unbilled attributable to customers located in foreign countries represented approximately 6% and 1% of accounts receivable-unbilled, respectively.

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

●

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

●

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

For certain financial instruments, including cash, accounts receivable, and accounts payable, the carrying amounts approximate their fair values as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 because of their short-term nature. The liability in connection with conversion features included within certain of the Company’s convertible notes payable and bridge notes payable are classified as a derivative liability for embedded conversion features on the balance sheets and were considered to be a Level 3 liability.

~~Deferred Initial Public Offering Costs~~

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred initial public offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be abandoned, the deferred initial public offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations. On June 21, 2021, the Company consummated its IPO; accordingly, the Company recognized deferred initial public offering costs of approximately $0.6 million as a reduction from gross proceeds associated with the IPO through additional paid-in capital in the accompanying condensed consolidated balance sheet. The Company recorded approximately $2.3 million of offering costs in additional paid-in capital in connection with the IPO. Accordingly, there were 0 deferred offering costs as of June 30, 2021. The Company had approximately $265,000 of deferred offering costs related to the IPO which were recorded in other current assets on the balance sheet as of December 31, 2020.

~~Derivative Liability for Embedded Conversion Features~~

~~The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.~~

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other bifurcated embedded derivative instruments in the convertible instrument, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

Revenue Recognition and Accounts Receivable

The Company recognizes revenue using the ~~five step~~five-step approach as follows: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the Company satisfies the performance obligations.

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

The Company generates revenue by procuring various specimens from hospitals, laboratories, and other supply sites, for the Company’s medical research customers using the Company’s proprietary software, the iSpecimen Marketplace, to identify, locate, and ultimately validate the required specimens to the Company’s customers’ requested specifications. The Company’s performance obligation is to procure a specimen meeting the ~~customer~~customer’s specification(s) from a supplier, on a “best efforts” basis, for the Company’s customer at the agreed price per specimen as indicated in the ~~customer~~customer’s contract with the Company. The Company does not currently charge suppliers or customers for the use of the Company’s proprietary software. Each customer will execute a material and data use agreement with the Company or agrees to online purchase terms, each of which includes terms such as specimen and data use, shipment terms, payment and cancellation terms. These are then supplemented by purchase orders that specify specimen requirements including detailed inclusion/exclusion criteria, quantities to be collected, and pricing. Collectively, these customer agreements represent the Company’s contracts with its customer. Generally, contracts have fixed unit pricing. For certain specimen orders, a refundable customer deposit may be required prior to order fulfillment depending on project set-up requirements which is presented as deferred revenue. The Company expects to recognize the deferred revenue within the next twelve months.

Specimen collections occur at supply sites within the Company’s network. “Collection” is when the specimen has been removed, or “collected” from the patient or donor. A specimen is often collected specifically for a particular Company order. Once collected, the specimen is assigned by the supplier to the Company and control of the specimen passes to the Company. “Accession” is the process whereby a collected specimen and associated data are registered and assigned in the iSpecimen Marketplace to a particular customer order, which can occur while a specimen is at the supplier site or while at the Company site and it is when control of the specimen passes to the customer. Suppliers may ship specimens to the Company or directly to the customer if specimens must be delivered within a short time period (less than 24 hours after collection) or shipping to the Company is not practical.

The Company has evaluated principal versus agent considerations as part of the Company’s revenue recognition policy. The Company has concluded that it acts as principal in the arrangement as it manages the procurement process from beginning to end and determines which suppliers will be used to fulfill an order, usually take physical possession of the specimens, set prices for the specimens, and bear the responsibility for customer credit risk.

The Company recognizes revenue over time, as the Company has created an asset with no alternative use to the Company which has an enforceable right to payment for performance completed to date. At contract inception, the Company reviews a contract, and related order upon receipt, to determine if the specimen ordered has an alternative use by ~~us.~~the Company. Generally, specimens ordered do not have an alternative future use to the Company and the performance obligation is satisfied when the related specimens are accessioned. The Company uses an output method to recognize revenue for specimens with no alternative future use. The output is measured based on the number of specimens accessioned. In the rare circumstances where specimens do have an alternative future use, the ~~Company’s~~Company's performance obligation is satisfied at the time of shipment.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

the specimens being accessioned over time. However, specimens are generally shipped as soon as possible after they have been accessioned.

Once a specimen that has no alternative future use, and for which the Company has an enforceable right to payment, has been accessioned, the Company records the offset to revenue in accounts receivable -- unbilled. Once the specimen has been shipped and invoiced, a reclassification is made from accounts receivable -- unbilled to accounts receivable.

Customers are generally given fourteen days from the receipt of specimens to inspect the specimens to ensure compliance with specifications set forth in the purchase order documentation. Customers are entitled to either receive replacement specimens or receive reimbursement of payments made for such specimens. The Company has a nominal history of returns for nonacceptance of specimens delivered. When this has occurred, the Company has given the customer a credit for the returns. The Company has not recorded a returns allowance.

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

The following table summarizes the Company’s revenue for the following periods:


	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Specimens – contracts with customers	$	2,829,214	$	1,483,613	$	5,776,509	$	3,184,955	$	2,207,820	$	2,829,214	$	4,580,206	$	5,776,509
Shipping and other		74,662		20,956		91,174		31,273		130,868		74,662		277,142		91,174
Revenue	$	2,903,876	$	1,504,569	$	5,867,683	$	3,216,228	$	2,338,688	$	2,903,876	$	4,857,348	$	5,867,683

The Company carries its accounts receivable at the invoiced amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable to determine if an allowance for doubtful accounts is necessary, based on economic conditions and each customer’s payment history. Receivables are written off when deemed uncollectible, with any future recoveries recorded as income when received. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had an allowance for doubtful accounts of ~~$147,714~~$289,207 and ~~$108,096,~~$269,170, respectively.

The Company applies the practical expedient to account for shipping and handling activities as fulfillment cost rather than as a separate performance obligation. Shipping and handling costs incurred are included in cost of revenue.

Internally Developed Software, Net

The Company capitalizes certain internal and external costs incurred during the application development stage of internal-use software projects until the software is ready for its intended use. Amortization of the asset commences when the software is complete and placed into service and is recorded in operating expenses. The Company amortizes completed internal-use software over its estimated useful life of five years on a straight-line basis. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are classified as technology costs and are expensed to operations as incurred.

Impairment of Long-Lived Assets

Management reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss is recognized when expected cash flows are less than the asset’s carrying value. Long-lived assets consist of property and equipment and internal-use software. NaN impairment charges were recorded for the six months ended June 30, 2022 and 2021.

Stock-Based Compensation

The Company records stock-based compensation for options granted to employees, non-employees, and to members of the board of directors for their services on the board of directors based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period. Forfeitures are recognized when they occur.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company has concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of Company-specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its share-based awards.

The risk-free interest rate is determined by reference to U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of its common stock.

The fair value of the Company's common stock is equal to the closing price on the specified grant date.

Restricted Stock Units

The Company recognizes share-based compensation expense from restricted stock units (the “RSUs”) ratably over the specified vesting period. The fair value of RSUs is determined to be the closing share price of the Company's common stock on the grant date.

Common Stock Warrants

The Company accounts for common stock warrants as either equity instruments or liabilities, depending on the specific terms of the warrant agreement. The warrants shall be classified as a liability if 1) the underlying shares are classified as liabilities or 2) the entity can be required under any circumstances to settle the warrant by transferring cash or other assets. The measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date and are considered compensatory. For additional discussion on warrants, see Note 9.7.

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted- average number of shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, the potential impact of shares to be issued upon conversion of Series A, Series A-1 and Series B preferred stock, stock options, and warrants to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented.

The table below provides common stock equivalents excluded from diluted net loss per share ~~for the following periods:~~as of June 30:


	Six months ended June 30,		2022	2021
	2021	2020
Shares issuable upon conversion of preferred stock	—	1,291,012
Shares issuable upon vesting of RSUs			367,118	—
Shares issuable upon exercise of stock options	224,914	253,575	171,154	224,914
Shares issuable upon exercise of PIPE Warrant to purchase common stock			1,312,500	—
Shares issuable upon exercise of Lender Warrant to purchase common stock			12,500	—
Shares issuable upon exercise of Underwriter Warrants to purchase common stock			90,000	90,000
Shares issuable upon exercise of warrants to purchase common stock	23,309	23,309	—	23,309
Shares issuable upon exercise of Underwriter Warrants to purchase common stock	90,000	—

~~Recent Accounting Standards~~

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which modifies ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 is effective for the Company for interim and annual reporting periods beginning after December 15, 2021. The Company ~~qualifies~~adopted this new standard as ~~an “emerging growth company”~~of January 1, 2022, but it did not have a material impact on the Company’s financial statements.

In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02 (“ASU 2016-02”), which requires lessees to recognize leases on balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as ~~defined~~finance or operating, with classification affecting the pattern and classification of expense recognition in the ~~Jumpstart Our Business Startups Act~~income statement.

In June 2020, the FASB issued ASU No. 2020-05 (“ASU 2020-05”) which pushed back the effective date of ~~2012,~~the adoption of ASC 842 one year for private and not-for-profit entities that did not issue or serve as ~~amended, or~~conduit bond obligors and had not yet adopted the ~~JOBS Act.~~standard. The ~~JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with~~ new ~~or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.~~ effective date was for fiscal year periods beginning after December 15, 2021.

The Company ~~has elected not to “opt out” of such extended~~adopted ASU 2016-02 effective January 1, 2022 using the Comparatives Under 840 transition ~~period, which means that when a standard is issued or revised and it has different application dates for public or private companies,~~method whereby the Company will ~~adopt the new or revised standard at the time private companies adopt the new or revised standard~~continue to present prior period financial statements and ~~will do so until such time that~~disclosures under ASC 840. In addition, the Company ~~either (i) irrevocably elects~~elected the transition package of three practical expedients permitted within the standard, among other practical expedients which allowed the Company to ~~“opt out”~~carry forward prior conclusions about lease identification and classification which allows not separating lease and non-lease components and allows not recording leases with an initial term of ~~such extended transition period~~twelve months or ~~(ii) no longer qualifies as an emerging growth company.~~less on the balance sheet across all existing asset classes.

The adoption of the new standard resulted in the balance sheet recognition of additional assets of $333,000 and lease liabilities of approximately $333,000. For additional information regarding the Company’s lease arrangements, see Note 6 in the notes to unaudited condensed financial statements.

3.~~FACTORING OF ACCOUNTS RECEIVABLE~~PROPERTY AND EQUIPMENT, NET

On January 1, 2021 the Company entered into a factoring agreement (the “Factoring Agreement”) with Versant Funding LLC (“Versant”), in which the Company agreed to sell a minimum of $1.2 million of its accounts receivable without recourse,Property and ~~which the Company granted Versant a security interest in substantially all~~equipment, net consisted of the ~~Company’s assets, in accordance with~~following at the ~~terms~~dates indicated:


	June 30,		December 31,
	2022		2021
	(unaudited)
Website	$	107,927	$	107,927
Computer equipment and purchased software		84,588		84,588
Equipment		35,449		35,449
Furniture and fixtures		87,184		87,184
Leasehold improvements		24,935		24,935
Total property and equipment		340,083		340,083
Accumulated depreciation		(316,435)		(307,302)
Total property and equipment, net	$	23,648	$	32,781

Depreciation expense for property and equipment was $4,420 and $11,130 for the three months ended June 30, 2022 and 2021, respectively, and $9,132 and $22,260 for the six months ended June 30, 2022 and 2021, respectively.

Table of ~~the Factoring Agreement.~~Contents

iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

4.INTERNALLY DEVELOPED SOFTWARE, NET

During the six months ended June 30, 2022 and 2021, ~~total net receivables sold under the Factoring Agreement was approximately $3.4 million. Without recourse indicates that~~ the Company ~~assigns~~capitalized $777,181 and ~~transfers its rights, title, and interest~~$440,331, respectively, of internally developed software costs in and to the accounts receivable to Versant, meaning that the Company will not be liable to repay all or any portion of the advance amount if any portion of the accounts receivable is not paid by the Company’s customer(s). Information on accounts receivable identified for factoring are provided and verified by Versant prior to being accepted for factoring. Pursuant to the Factoring Agreement, the Company will receive an advance of 75% of the value of the purchased accounts receivable upfront with the remaining 25% holdback being classified as due from factoring in the condensed balance sheets. Upon receipt of the payment from the customer, Versant will calculate the applicable factoring fee from invoice date through the actual collection date, and will remit the remaining 25% holdback of the value of the factored accounts receivable, less their factoring fees, to the Company. The factoring fees range from 2.5% to 15% of the purchase price of the accounts receivable based on the age of the accounts receivable when collected. The Company is also charged for certain reimbursable administrative fees incurred on its behalf for the management of the program. In connection with the ~~Factoring Agreement,~~development and continued enhancement of the technology platform and web interfaces. Capitalized costs primarily consist of software costs, payroll and payroll-related costs for the Company’s employees. The Company recognized $266,893 and $236,355 of amortization expense associated with capitalized internally developed software costs during the three months ended June 30, 2022 and 2021, respectively. The Company recognized $533,112 and $471,584 of amortization expense associated with capitalized internally developed software costs during the six months ended June 30, 2022 and 2021, respectively.

5.DEBT

Term Loan

On August 13, 2021 (the "Closing Date"), the Company entered into a ~~security agreement, granting~~Loan and Security Agreement (“Term Loan”) with Western Alliance Bank (the "Lender") in the amount of $3,500,000 for working capital needs. The Company has the option to ~~Versant~~request an additional advance in the amount of $1,500,000, which the Company had not yet borrowed as of June 30, 2022. The additional advance of $1,500,000 is available to the Company during the draw period commencing on the Closing Date and ending the earlier to occur of (a) February 13, 2023, and (b) an event of default. The Term Loan bears interest at a rate equal to three-quarters of one percent (0.75%) above the Prime Rate. As of June 30, 2022, the interest rate on the Term Loan was 5.50% which was equal to 0.75% above the Prime Rate of 4.75%. Interest is due and payable on the tenth (10th) calendar day of each month during the term of the Term Loan. The Term Loan principal is payable in thirty (30) equal monthly installments, plus accrued interest, beginning on March 10, 2023, and continuing on the same day of each month through August 10, 2025 (the "Term Loan Maturity Date"), at which time all amounts shall be immediately due and payable.

The Company shall have the option to prepay all, but not less than all, of the outstanding loan balance, provided the Company a) delivers written notice to the financial institution of their election to prepay such Term Loan at least ten (10) days prior to such prepayment and b) pay, on the date of such prepayment, (1) all outstanding principal with respect to the Term Loan, plus accrued but unpaid interest, plus (2) all fees (including any late fee), and other sums, including bank expenses, if any, that shall have become due and payable. The Lender which holds the Term Loan is granted a security interest in substantially all assets of the ~~Company’s assets to secure~~Company (“Collateral”). The Term Loan contains certain covenants that the ~~Company’s obligations under~~Company considers usual and customary for an agreement of this type for comparable commercial borrowers. As of June 30, 2022, the ~~Factoring Agreement.~~ Company was in compliance with all the Term Loan covenants.

The ~~sales of accounts receivable in accordance with the factoring arrangements are recognized as a reduction of accounts receivable, net in the~~outstanding principal balance ~~sheet.~~

~~The Company pays factoring fees associated with the sale of receivables based~~ on the ~~dollar value~~Term Loan was $3,500,000 as of ~~the receivables sold. Factoring fees paid under these arrangements~~June 30, 2022, and interest expense totaled ~~approximately $104,653~~$39,205 for the three months ended June 30, ~~2021,~~2022 and ~~$256,899~~$74,205 for the six months ended June ~~30,2021 which were recorded in general~~30, 2022.

Debt issuance costs totaled $81,989, comprised of a warrant to purchase 12,500 shares of common stock issued to the Lender with a fair value of $49,072 (the "Lender Warrant"), fees of $23,066 paid to the Lender and ~~administrative expenses in the condensed statements~~legal costs of ~~operations. Upon termination~~$9,851. Amortization of the ~~Factoring Agreement o~~ndebt issuance costs related to the Term Loan, included in interest expense on the statement of operations, totaled $3,068 for the three months ended June 30, 2022 and $6,116 for the six months ended June 30, 2022.

Unamortized debt issuance costs on the Term Loan totaled $71,268 and $77,384 as of June 30, 2022 and December 31, 2021, ~~the Company paid Versant $139,374 in settlement~~respectively.

As of ~~its balance payable to Versant pursuant~~June 30, 2022, future minimum payments due related to the ~~Factoring Agreement. Upon termination of the Factoring Agreement, all future payments of accounts receivable shall be made directly to the Company.~~Term Loan were as follows:


2022 (remaining)	$	—
2023		1,166,667
2024		1,400,000
2025		933,333
Total		3,500,000
Less debt issuance cost		(71,268)
Term Loan, net	$	3,428,732

1314

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

4.6.~~PROPERTY~~COMMITMENTS AND ~~EQUIPMENT, NET~~CONTINGENCIES

~~Property~~Leases

The Company has 1 operating lease of office space in Lexington, Massachusetts that will expire on February 28, 2024.

Leases with an initial term of twelve months or less are not recorded on the balance sheet date, and ~~equipment, net consisted~~the Company does not separate lease and non-lease components of contracts. There are no material residual guarantees associated with any of the ~~following at~~Company’s leases, and there are no significant restrictions or covenants included in the ~~dates indicated:~~Company’s lease agreements.

The Company’s lease agreement does not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived an imputed rate, which was used to discount its real estate lease liabilities. The Company used estimated incremental borrowing rates for its active real estate lease. The calculated incremental borrowing rate was 5.96%, which was calculated based on remaining lease term of 1.92 years as of January 1, 2022.

There was 0 sublease rental income for the three and six months ended June 30, 2022, and the Company is not the lessor in any lease arrangement, and there were 0 related-party lease agreements.

June 30,

December 31,


2021

2020

(unaudited)

Website

$
107,926

$
105,376
Computer equipment and purchased software

84,589

84,589
Equipment

35,449

35,449
Furniture and fixtures

87,184

87,184
Leasehold improvements

24,935

24,935
Total property and equipment

340,083

337,533
Accumulated depreciation

(284,204)

(261,944)
Total property and equipment, net

$
55,879

$
75,589

Undiscounted Cash Flows

~~Depreciation~~Future lease payments included in the measurement of lease liabilities on the balance sheet are as follows:




2022 (remaining)	$	81,753
2023		165,254
2024		27,601
2025		—
2026		—
Total future minimum lease payments		274,608
Less effect of discounting		(13,853)
Present value of future minimum lease payments	$	260,755

Rent expense ~~for property and equipment was $11,130 and $14,340~~ for the three months ended June 30, 2022 and 2021 amounted to $44,281 and ~~2020, respectively, and $22,260 and $28,680~~$40,353, respectively. Rent expense for the six months ended June 30, 2022 and 2021 amounted to $89,238 and ~~2020,~~$80,356, respectively.

Cash Flows

5.~~INTERNALLY DEVELOPED SOFTWARE, NET~~

During the six months ended June 30, 2021 and 2020, the Company capitalized $440,331 and $591,017, respectively, of internally developed software costs in connection with the development and continued enhancement of the technology platform and web interfaces. Capitalized costs primarily consist of payroll and payroll-related costs for the Company’s employees. The Company recognized $236,355 and $213,749 of amortization expense associated with capitalized internally developed software costs during the three months ended June 30, 2021 and 2020, respectively. The Company recognized $471,584 and $420,257 of amortization expense associated with capitalized internally developed software costs during the six months ended June 30, 2021 and 2020, respectively.

6.~~DEBT~~

~~Note Payable~~

~~In May 2020, the Company applied for and received $783,008 in unsecured loan funding from the Paycheck Protection Program (the “PPP Loan”), established pursuant~~Supplemental cash flow information related to ~~the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”).~~

Under the terms of the promissory note (the “PPP Note”) and the PPP Loan, interest accrued on the outstanding principal at the rate of 1% per annum. Interest expense under the PPP Loan amounted to $0 and $558 for the three months ended June 30, 2021 and 2020, respectively. Interest expense under the PPP Loan amounted to $279 and $558operating lease for the six months ended June 30, ~~2021 and 2020, respectively.~~2022 was as follows:

The Company received full forgiveness of all outstanding principal of, and accrued and unpaid interest on the PPP Loan as of January 13, 2021. The forgiveness of the PPP Loan qualified for debt extinguishment and as a result, the outstanding principal and accrued and unpaid interest on the PPP Loan was recorded as a net gain on extinguishment of the PPP Loan totaling $788,156 for the six months ended June 30, 2021 and the debt was eliminated from the Company’s balance sheet.


Non-cash operating lease expense (operating cash flow)	$	73,120
Change in operating lease liabilities (operating cash flow)	$	(72,367)
Supplemental non-cash amounts of operating lease liabilities arising from obtaining right-of-use assets	$	333,123

~~Table of Contents~~

~~iSpecimen Inc.~~Legal Proceedings

~~Notes~~From time to ~~Unaudited Condensed Financial Statements~~

~~Related Party Convertible Notes Payable~~

~~During 2017 and 2018,~~time the Company issued Related Party Convertible Promissory Notes (the “Convertible Notes”) to related parties totaling $5,500,000. The Convertible Notes bear interest at a rate of six percent (6%) per annum, without compounding. The Convertible Notes are convertible into shares of the Company’s preferred stock, upon the following: (i) a new permanent equity financing yielding gross proceeds ofis involved in excess of $10,000,000, including conversion of the outstanding principal of the Convertible Notes (a “Qualified Equity Financing”), (ii) achievement of positive free cash flow from operations on a quarterly basis for the 2 consecutive quarters ending 90 days prior to the maturity date, (iii) an acquisition, or (iv) upon election of the holders of the majority of the aggregate principal outstanding (the “Majority Lenders”). Preferred stock issued on conversion shall be shares of the Company’s stock that have substantially the same rightslitigation, claims, and preferences as the Company’s Series B Preferred Stock or that which is issued in such Qualified Equity Financing, depending on the applicable conversion event. During 2021, there have been no changes to the conversion prices which are detailedother proceedings arising in the ~~Company’s audited financial statements for the years ended December 31, 2020~~ordinary course of business. Such litigation and ~~2019. The conversion rate shall be equal~~other proceedings may include, but are not limited to, ~~the issue price of the IPO Stock less a thirty percent (30)% discount.~~

The maturity date on the Convertible Notes is the earliest occurrence of (i) the closing of a Qualified Equity Financing, (ii) the date upon which prepayment by the Company occurs with the consent of the Majority Lenders, (iii) the date upon which the Convertible Notesactions relating to employment law and misclassification, intellectual property, commercial or contractual claims, or other consumer protection statutes. Litigation and other disputes are ~~otherwise converted into equity securities, or (iv) March 31, 2020. In March 2020, the Majority Lenders elected~~inherently unpredictable and subject to extend the maturity date through September 30, 2020. On October 1, 2020, the maturity date was further extended to March 31, 2021. On March 8, 2021, the maturity date was further extended to June 30, 2021.

~~The Company has determined that the terms related to the Qualified Equity Financing conversion~~substantial uncertainties and acquisition conversion features (collectively, the “Embedded Conversion Features”) were determined to not be clearly and closely related to the Convertible Note host instrument and meet the definition of a derivative. Therefore, the Embedded Conversion Features were bifurcated from the Convertible Notes and separately measured at fair value. The derivative liability has been subsequently marked-to-market each reporting period with changes in fair value recognized in the statement of operations (see Note 7).

~~Interest expense on the Convertible Notes totaled $74,137 and 82,274 for the three months ended June 30, 2021 and 2020, respectively.~~

~~Interest expense on the Convertible Notes totaled $156,411 and $164,548 for the six months ended June 30, 2021 and 2020, respectively.~~

~~Unamortized debt issuance costs on the Convertible Notes totaled $0 and $9,189 at June 30, 2021 and December 31, 2020, respectively.~~

Debt discounts on the Convertible Notes totaled $0 and $0 as of June 30, 2021 and December 31, 2020, respectively. During the six months ended June 30, 2021 and 2020, amortization of debt discounts amounted to $1,088 and $139,232, respectively.

~~Conversion of Convertible Notes Payable~~

In connection with the consummation of the IPO, the Company converted all $5,491,663 of its outstanding principal and all unpaid and accrued interest of $1,257,066 of the Convertible Notes into 1,206,614 shares of common stock on June 21, 2021 at a conversion price of $5.60 per share.unfavorable resolutions could occur. As of June 30, ~~2021,~~2022, there ~~were~~ was no ~~Convertible Notes outstanding. The Company incurred an approximate $260,000 loss on conversion of~~ material litigation against the ~~Convertible Notes during the three months ended June 30, 2021.~~Company.

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iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

~~Bridge Financing~~7.STOCKHOLDERS’ EQUITY

The Company’s authorized capital is 250,000,000 shares, of which (1) 200,000,000 shares are common stock, par value $0.0001 per share and (2) 50,000,000 are preferred stock, par value $0.0001 per share, which may, at the sole discretion of the Company’s board of directors be issued in one or more series.

Common Stock

During ~~2020, 2019 and 2018,~~the six months ended June 30, 2022, the Company issued ~~certain Secured Promissory Notes (the “Bridge Notes”) to new investors~~79,506 shares of common stock for cash exercises of options of $77,104.

During the six months ended June 30, 2022, the Company issued 1,000 shares of common stock in exchange for consulting services.

Warrants

Underwriter Warrants

In connection with the Company's underwriting agreement with ThinkEquity, a division of Fordham Financial Management, Inc. and ~~existing stockholders in an amount~~the representative of ~~$6,500,000 in order to finance~~ the Company’s ~~interim working capital needs. Of this amount, $1,905,000 was issued~~IPO underwriters, the Company entered into a warrant agreement to ~~related parties (“Related Party Bridge Notes”~~purchase up to 90,000 shares of common stock, par value $0.0001 (the "Underwriter Warrant"). The ~~Bridge Notes, including~~Underwriter Warrant is exercisable at a per share exercise price of $10.00 and is exercisable at any time and from time to time, in whole or in part, during the ~~Related Party Bridge Notes, have identical terms.~~

~~On April~~four- and one-half year period commencing 180 days from the effective date of the registration statement. The Warrant became exercisable on or after December 16, 2021 (six months from the effective date of the offering) and ~~May 20,~~expires on June 15, 2026. Upon issuance of these warrants, as partial compensation for its services as an underwriter, the fair value of approximately $0.4 million was recorded as equity issuance costs in period ended December 31, 2021. As of June 30, 2022, the Underwriter Warrant had not been exercised, and had a weighted average exercise price of $10 per share and a remaining weighted average time to expiration of 3.96 years.

Lender Warrant

In connection with the Term Loan entered into on August 13, 2021, the Company issued ~~additional Related Party Bridge Notes~~a Lender Warrant to ~~related parties in the aggregate amount~~Lender to purchase 12,500 shares of ~~$500,000 in order to finance the Company's working capital needs. The terms~~common stock of the ~~notes are identical to the Amended Bridge Notes (see further details below).~~

Company. The ~~Bridge Notes bear interest~~Lender Warrant is exercisable at a ~~rate~~per share exercise price of ~~twenty-four percent (24%) per annum, without compounding. The Bridge Notes~~$8.00 and all accrued interest are due and payable on the earliest occurrence of (i) a Qualified Equity Financing, (ii) the sale of the Company, (iii) prepayment by the Company, or (iv) December 31, 2019, which was subsequently extended to June 30, 2020. In June 2020, the Bridge Notes were amended to further extend the maturity date through September 30, 2020. On October 1, 2020, the Company amended the Bridge Notes to extend the maturity date to March 31, 2021 and to increase the interest rate from 24% to 30% after October 1, 2020. On March 15, 2021, the Company entered into an Amendment to the Bridge Notes and the maturity date was further extended to April 30, 2021. The Bridge Notes will be repayable upon demand of the Majority Lenders of the Bridge Notesis exercisable at any time on or after August 13, 2021 through August 12, 2031. The Company determined that the ~~maturity date. The Bridge Notes are senior in right~~Lender Warrant was equity-classified. As of ~~payment~~June 30, 2022, the Lender Warrant had not been exercised, and ~~priority~~had a weighted average exercise price of $8 per share and a remaining weighted average time to ~~any Convertible Debt and subordinated to any Senior Debt. The investors that hold the Bridge Notes are granted a security interest in substantially all assets~~expiration of ~~the Company (“Collateral”).~~9.13 years.

PIPE Warrants

On ~~March 15,~~December 1, 2021, the Company ~~entered into~~completed a ~~Fifth Amendment~~private placement (the ~~“Amendment”~~“PIPE”) in which the Company issued warrants (the “PIPE Warrants”) to purchase up to an aggregate of 1,312,500 shares of common stock. These PIPE Warrants have an exercise price of $13.00 per share and are immediately exercisable upon issuance and will expire on the ~~Note Subscription Agreements~~five- and ~~Secured Promissory Notes. The Bridge Notes are hereafter referred to as the “Amended Bridge Notes”.~~

~~The terms~~one-half-year anniversary of the ~~Amendment are as follows:~~

~~Maturity Date~~

~~The Amended Bridge Notes shall bear interest, on a non-compounding basis, at a rate~~issuance date. As of thirty percent (30%) per annum from and after October 1, 2020, due on maturity on the earlier of (i) the closing of an initial public offering yielding gross proceeds in excess of $18,000,000, exclusive of any existing Convertible Notes (a “Qualified IPO”), (ii) the sale of the Company, (iii) prepayment by the Company, or (iv) April 30, 2021. The Majority Lenders may, with the approval of the Company, elect to extend the maturity date one or more times, at their discretion. On April 28, 2021, the maturity date was further extended to May 31, 2021. On May 12, 2021, the maturity date was further extended to June 30, ~~2021.~~

~~Elective Conversion Upon~~2022, the PIPE Warrants had not been exercised, and had a ~~Qualified IPO~~

The holders of the Amended Bridge Notes may voluntarily elect, at any time prior the maturity date and up to March 19, 2021, to convert 50% or more of the outstanding unpaid principal plus any amount of outstanding unpaid interest at the time of the Qualified IPO, into the same class or series of securities of the Company to be offered and issued in the Qualified IPO (the “IPO Stock”). The conversion rate shall be equal to the issueweighted average exercise price of ~~the IPO Stock less~~$13 per share and a ~~thirty percent (30%) discount (“the Elective Conversion Stock”). The elective conversion amount shall be deducted from the amount~~remaining weighted average time to expiration of principal and interest outstanding in order to arrive at an adjusted principal and interest repayment amount. The sum of the amounts being converted on the Amended Bridge Notes shall first convert the outstanding principal and then the outstanding interest second.5.01 years.

~~Repayment of Adjusted Outstanding Interest and Principal Upon a Qualified IPO~~

If a Qualified IPO is consummated prior to the maturity date, and the holders have not voluntarily converted, the Company shall make a cash payment to the holders of the Amended Bridge Notes equal to the greater of either the total adjusted outstanding interest or one and one-half times (~~1.50~~8.~~X) the Third-Party Loan Proceeds (“Note Repayment Proceeds”). Third-Party Loan Proceeds are defined as~~

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

the net cash proceeds received by the Company from an institutional lender, commercial bank, or other similar lender consummated on or about the time of the Qualified IPO (or contingent upon the closing of the Qualified IPO).

Repayments shall first be applied to the adjusted outstanding interest due in cash to the holders of the Amended Bridge Notes . The residual value shall be next applied to the adjusted outstanding principal (the “Principal Repayment Proceeds”). The remaining cash repayment shall be calculated by multiplying the Principal Repayment Proceeds by a fraction, the numerator of which is equal to the adjusted principal repayment amount of such note holder, and the denominator of which is equal to the total adjusted outstanding principal to all note holders. In no event shall any cash payment be made to any note holder exceed the sum of the adjusted interest repayment amount plus the adjusted principal repayment amount for such note holder.

~~Automatic Conversion or Debt Extension~~

Any remaining unpaid principal, calculated by subtracting the Principal Repayment Proceeds from the total adjusted outstanding principal (the “Automatic Principal Conversion Amount”), shall then automatically convert into IPO Stock at a rate equal to the issue price of the IPO Stock less a ten percent (10%) discount (that is, at a rate of ninety percent (90%) of the issue price of the IPO Stock; such discounted IPO Stock; the “Automatic Conversion Stock”). If the Company is unable to repay at least twenty-five percent (25%) of the total adjusted outstanding principal of the Amended Bridge Notes (“the “Principal Repayment Floor”), then no Automatic Conversion Stock shall be issued and the total adjusted outstanding principal on the Amended Bridge Notes shall remain on the books of the Company under their existing Bridge Notes which shall automatically be amended to (i) have their interest rates adjusted to a rate of fifteen percent (15%) per annum and (ii) have their maturity date set to a date that is eighteen (18) months from the date of the Qualified IPO.

~~Amended Bridge Notes Embedded Conversion Features~~

The Company has determined that the terms related to the elective and automatic conversion features (collectively, the “Amended Bridge Notes Embedded Conversion Features”) were determined to not be clearly and closely related to the Amended Bridge Notes host instrument and meet the definition of a derivative. Therefore, the Amended Bridge Notes Embedded Conversion Features were bifurcated from the Amended Bridge Notes and separately measured at fair value. The derivative liability has been subsequently marked-to- market each reporting period with changes in fair value recognized in the statement of operations.

The Amended Bridge Notes Embedded Conversion Features were initially recorded as a component of the loss on debt extinguishment with an offset to the derivative liability at fair value. No related discount will be recorded on the Amended Bridge Notes, and the derivative liability will not be amortized using the effective interest rate over the term of the Amended Bridge Notes.

~~Debt Extinguishment~~

The Company evaluated the terms of the March 15, 2021 Amendment. This evaluation included analyzing whether there are significant and consequential changes to the economic substance of the Bridge Notes. If the change is deemed insignificant then the change is considered a debt modification, whereas if the change is substantial the change is reflected as a debt extinguishment. A modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date would always be considered substantial and require extinguishment accounting. The addition of the elective and mandatory conversion options, as described above, would be considered substantive based on the likelihood of the option being exercised in the near future in connection with a Qualified IPO event. Accordingly, the Company accounted for the amendment of the Notes as an extinguishment of the original Bridge Notes.STOCK-BASED COMPENSATION

As ~~a result, the Company recorded a loss on extinguishment~~ of $2,740,425. The extinguishment loss also included a write-off of unamortized debt issuance costs of approximately $5,700. Additionally, the Company recorded a discount on the Amended Bridge Notes of approximately $869,600, which was amortized through interest expense over the life of the Amended Bridge Notes (i.e., March 15, 2021 through April 30, 2021).

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

~~Interest expense on the Bridge Notes, including $175,241 and $99,028 of related party interest expense, totaled $484,931 and $373,972 for the three months ended~~ June 30 ~~2021~~, 2022, there were 115,161 and ~~2020, respectively.~~

~~Interest expense on the Bridge Notes, including $314,593 and $198,056 of related party interest expense, totaled $960,410 and $741,370 for the six months ended June 30, 2021 and 2020, respectively.~~

~~Unamortized debt issuance costs on the Bridge Notes totaled $0 and $7,222 for the three and six months ended June 30, 2021 and 2020, respectively.~~

Amortization of the debt discount on the Amended Bridge Notes totaled approximately $579,733 and $0 for the three months ended June 30, 2021 and 2020, respectively. Amortization of the debt discount on the Amended Bridge Notes totaled approximately $869,600 and $0 for the six months ended June 30, 2021 and 2020, respectively.

~~Conversion of Bridge Notes~~

~~Upon the completion of the IPO, the Company converted $4,000,000 of its outstanding principal and accrued interest of $717,646 of the Bridge Notes, as amended, into 842,429~~83,717 shares of common stock ~~at a conversion price of $5.60 per share. The Company recognized a gain on~~available for future grants under the ~~conversion of $9,746. As of June 30,~~Company’s 2013 Stock Incentive Plan and 2021 ~~there was a remaining principal balance of $3.0 million on~~Plan (defined below) (collectively, the ~~Bridge Notes. The remaining principal of $3,000,000 accrues interest at a rate of fifteen percent (15%~~“Plans”) ~~per annum with a maturity date of December 16, 2022.~~

The conversion of the Amended Bridge Notes and Convertible Notes upon the consummation of the IPO resulted in an increase in total stockholder’s equity of $16,392,344. The components of this non-cash transaction are as follows

Derivative liability on the Convertible Notes reclassified to equity

$
2,644,000
Extinguishment of Convertible Notes principal

5,486,199
Accrued and unpaid interest on the Convertible Notes

1,257,066
Accumulated amortization on debt issuance costs

33,035
Loss on extinguishment of Convertible Notes

260,183
Write off of debt issuance costs

(27,571)
Derivative liability the Bridge Notes reclassified to equity

2,031,300
Extinguishment of Bridge Notes principal

4,000,000
Accrued and unpaid interest on the Bridge Notes

717,646
Gain on extinguishment of Bridge Notes

(9,514)
Total conversion of Convertible Notes and Bridge Notes into common stock

$
16,392,344

, respectively.

1816

Table of Contents

iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

7.~~FAIR VALUE OF DERIVATIVE LIABILITIES~~

~~Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the Company’s balance sheets as of the following dates indicated:~~

~~Fair Value at June 30, 2021~~

~~Total~~

~~Level 1~~

~~Level 2~~

~~Level 3~~

~~Liabilities:~~

~~Derivative liability on convertible notes payable, related parties~~

—

~~Derivative liability on bridge notes payable and bridge notes payable, related parties~~

—

~~Total liabilities~~

—

Fair value at December 31, 2020


Total

Level 1

Level 2

Level 3
Liabilities:








Derivative liability on convertible notes payable, related parties

$
2,373,000

$
—

$
—

$
2,373,000
Total liabilities

$
2,373,000

$
—

$
—

$
2,373,000

Stock Options

The ~~table below provides a summary of~~Company has made no stock options grants in 2022. The following assumptions were used to estimate the ~~changes in~~ fair value of stock options granted using the ~~derivative liabilities measured on a recurring basis using significant unobservable inputs (Level 3)~~Black-Scholes-Merton option pricing model during the six months ended June 30:

2021

2020

Balance, beginning of period

$
2,373,000

$
2,214,000
Derivative liability on bridge notes payable and bridge notes payable, related parties

3,614,000

—
(Gain) loss included in earnings

(1,311,700)

22,000
Reclassification to equity in connection with debt conversion

(4,675,300)

—
Balance, end of period (unaudited)

$
—

$
2,236,000


	2022	2021
Assumptions:
Risk-free interest rate	—	0.47% – 0.66%
Expected term (in years)	—	5.81 – 5.85
Expected volatility	—	49.83% –49.98%
Expected dividend yield	0	0

A summary of stock option activity under the Plans is as follows:

~~Derivative Liability~~


				Weighted
				Average
		Weighted		Remaining
	Options	Average		Contractual Term	Aggregate
	Outstanding	Exercise Price		in Years	Intrinsic Value
Balance at December 31, 2021	255,147	$	2.32	7.75	$	1,550,409
Exercised	(79,506)		1.04	—		91,018
Cancelled/forfeited	(4,487)		1.87	—
Balance at June 30, 2022	171,154	$	3.50	7.79	$	120,233

Options exercisable at June 30, 2022	151,791	$	2.08	7.10	$	131,676

The aggregate intrinsic value in the table above represents the difference between the Company's stock price as of the balance sheet date and the exercise price of each in-the-money option on ~~Convertible Notes Payable, Related Parties~~the last day of the period.

The ~~Embedded Conversion Features are separately measured at fair value, with changes in fair value recognized in current operations. The Company used a scenario-based analysis to estimate the~~weighted average grant date fair value of the Embedded Conversion Features at issuance of the Convertible Notes. The scenario-based analysis estimates the fair value of the Convertible Notes based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders, including various IPO, settlement, equity financing, corporate transaction and dissolution scenarios. Estimating fair values of Embedded Conversion Features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changesstock options issued in internal and external market factors. Because the Embedded Conversion Features are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimate and assumption changes. The original values of the Embedded Conversion Features were recorded as a derivative liability with the offset as a debt discount to the Convertible Notes which was amortized over the original term of the Convertible Notes.

Immediately prior to the IPO, the derivative liability was marked to fair value resulting in a loss of $117,000 for the three months ended June 30, 2021. The derivative liability on the related party convertible notes payable was reclassified to equity on June 21, 2021, upon the conversion of the Convertible Notes to common stock in connection with the consummation of the IPO.

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

~~Derivative Liability on Bridge Notes Payable and Bridge Notes Payable, Related Parties~~

The Embedded Conversion Features are separately measured at fair value, with changes in fair value recognized in current operations. The Company used a scenario-based analysis to estimate the fair value of the Embedded Conversion Features at issuance of the Amended Bridge Notes. The scenario-based analysis estimates the fair value of the Amended Bridge Notes based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders, including various IPO, and settlement scenarios. Estimating fair values of Embedded Conversion Features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because the Embedded Conversion Features are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimate and assumption changes. The Amended Bridge Notes Embedded Conversion Features were initially recorded as a component of the loss on debt extinguishment with an offset to the derivative liability at fair value. No related discount will be recorded on the Amended Bridge Notes, and the derivative liability will not be amortized using the effective interest rate over the term of the Amended Bridge Notes.

Immediately prior to the IPO, the derivative liability was marked to fair value. A portion of the Bridge Note holders did not elect to convert at the IPO, as a result, the Company recorded a gain of $1,630,700 for the three months ended June 30, 2021. The derivative liability balance on the Amended Bridge Notes payable was reclassified to equity on June 21, 2021, upon the conversion of the Amended Bridge Notes to common stock in connection with the consummation of the IPO, as the Amended Bridge Notes did not contain any further conversion features subsequent to the IPO.

8.~~COMMITMENTS AND CONTINGENCIES~~

~~Leases~~

The Company leases its office space in Lexington, Massachusetts under a non-cancelable operating lease that was entered into in September 2012 and most recently amended on April 10, 2017. The lease requires monthly rental payments, presented by year in the table below, which escalate during the lease term and expires on February 28, 2024. The difference between straight-line rent expense and rent paid is immaterial as of June 30, 2021.

Year Ending December 31,

Operating Leases
2021 (remaining)

$
80,706
2022

163,158
2023

165,254
2024

27,601
Total

$
436,719

~~Rent expense for the three months ended June 30, 2021 and 2020 amounted to $26,902 and $26,553, respectively. Rent expense for~~ the six months ended June 30, 2022 and 2021 was $0 and ~~2020 amounted to $67,080, and $69,518,~~$1.77, respectively.

~~Legal Proceedings~~

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification, intellectual property, commercial or contractual claims, or other consumer protection statutes. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. As of June 30, 2021, there was no material litigation against the Company.

~~Table of Contents~~

~~iSpecimen Inc.~~

~~Notes to Unaudited Condensed Financial Statements~~

9.~~CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT~~

Immediately following the closing of the IPO, pursuant to the Company’s fourth amended and restated certificate of incorporation, the Company’s authorized capital is 250,000,000 shares, of which (1) 200,000,000 shares are common stock, par value $0.0001 per share and (2) 50,000,000 are preferred stock, par value $0.0001 per share, which may, at the sole discretion of the Company’s board of directors be issued in one or more series.

~~Redeemable Convertible Preferred Stock~~

Upon the consummation of the IPO, 1,291,012 shares of outstanding preferred stock automatically converted into 1,291,012 shares of common stock. As of June 30, 2021, there were 0 shares of preferred stock outstanding.

~~Common Stock~~

The Company ~~issued 2,250,000 shares of common~~recorded stock ~~in connection with~~options compensation expense during the ~~IPO during the~~three and six months ended June 30 2021. Additionally, the Company issued 1,206,614 shares of common stock in connection with the conversion of all the Convertible Notes and accrued interest and 842,429 shares of common stock in connection with the conversion of $4.7 million of the outstanding principal and accrued interest on the Bridge Notes.as follows:

~~Underwriter Warrants~~


	Three Months Ended June 30,				Six Months Ended June 30,
Operating expenses:	2022		2021		2022			2021
Technology	$	1,023	$	11,878	$	2,034	$	21,102
Sales and marketing		1,695		2,510		2,772		4,460
Supply development		348		371		653		659
Fulfillment		1,055		1,892		1,881		3,362
General and administrative		27,824		11,723		54,160		20,827
Total stock options expense	$	31,945	$	28,374	$	61,500	$	50,410

~~In connection with the Company’s underwriting agreement with ThinkEquity, the Company entered into a warrant agreement to purchase up to 90,000 shares~~A total of ~~common stock, par value $0.0001 (the “Underwriter Warrant”). The Underwriter Warrant is exercisable~~$179,221 of unamortized compensation expense at ~~a per share exercise price of $10.00, and is exercisable at any time and from time to time, in whole or in part, during the~~ ~~four- and one-half year~~ period commencing 180 days from the effective date of the registration statement. The Warrant becomes exercisable on or after December 16, 2021 (six months from the effective date of the offering) and expires on June 15, 2026. Upon issuance of these warrants, as partial compensation for its services as an underwriter, the fair value of approximately $0.4 million was recorded as equity issuance costs.

~~Warrants~~

At June 30, ~~2021, and excluding~~2022 will be recognized over the ~~Underwriter Warrant, the Company had outstanding warrants to purchase 23,309 shares~~remaining requisite service period of ~~common stock at an exercise price of $0.06 per share, which expire in September 2021. The weighted average exercise price is $0.06 and the weighted average time to expiration is~~ ~~0.25~~1.89 years.

During the six months ended June 30, 2022 and 2021, ~~0 warrants to purchase common~~the Company received proceeds of $77,104 and $39,633, respectively, from the exercise of stock ~~were issued, except those~~ ~~issued~~ ~~to the Underwriter. Additionally, during the six months ended June 30, 2021, 0 warrants to purchase common stock were exercised or expired.~~options.

2021 Stock Incentive Plan

~~10.~~~~SHARE-BASED COMPENSATION~~

On June 16, 2021, the Company adopted the iSpecimen Inc. 2021 Stock ~~Options~~

~~As of June 30,~~Incentive Plan (the “2021 Plan”). The 2021 ~~there were 99,061 shares available for future grants under~~Plan was adopted to enhance the Company’s ~~2013 Stock Incentive Plan.~~ability to attract, retain and motivate employees, officers, directors, consultants and advisors by providing

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Table of Contents

iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

~~The following assumptions were used to estimate the fair value of stock options granted using the Black- Scholes-Merton option pricing model during the six months ended June 30:~~

2021

2020

Assumptions:





Risk-free interest rate

0.47% – 0.66
%
1.35% – 1.41
%
Expected term (in years)

5.81 – 5.89

5.57 – 6.14

Expected volatility

49.83% – 49.98
%
43.11% – 43.91
%
Expected dividend yield

—
%
—
%

~~A summary of stock option activity under the Plans is as follows:~~

Weighted Average


Remaining

Options

Weighted Average

Contractual Term

Aggregate

Outstanding

Exercise Price

in Years

Intrinsic Value
Balance at December 31, 2020

251,847

$
1.00

8.06

$
89,100
Granted

14,515

$
3.83

9.52

—
Exercised

(39,461)

$
1.00

—

—
Cancelled/forfeited

(1,987)

$
1.00

—

—
Balance at June 30, 2021

224,914

$
1.18

7.85

$
1,392,403

Options exercisable at June 30, 2021

198,521

$
1.00

7.54

$
1,234,801

The aggregate intrinsic value in the table above represents the difference between the Company’s stock price as of the balance sheet date and the exercise price of each in-the-money option on the last day of the period. The total intrinsic value of stock options exercised was approximately $245,447 during the three and six months ended June 30, 2021, respectively.

The weighted-average grant date fair value of stock options issued in the six months ended June 30, 2021 and 2020 was $1.77 and $0.72, respectively. The Company recorded $28,374 and $29,287 of compensation expense for the three months ended June 30, 2021 and 2020, respectively. The Company recorded $50,410 and $51,332 of compensation expense for six months ended June 30, 2021 and 2020, respectively. A total of $67,575 of unamortized compensation expense at June 30, 2021, will be recognized over the remaining requisite service period of 1.76 years. During the first six months of 2021 and 2020, the Company received proceeds of $39,633 and $0 from the exercise of stock options, respectively.

~~2021 Stock Incentive Plan~~

On June 16, 2021, the Company adopted the iSpecimen Inc. 2021 Stock Incentive Plan (“the 2021 Plan”). The 2021 Plan was adopted to enhance the Company’s ability to attract, retain and motivate employees, officers, directors, consultants and advisors by providing such persons with equity ownership opportunities and performance-based incentives. The 2021 Plan authorizes options, restricted stock, ~~restricted stock units~~RSUs and other stock-based awards. The ~~Company’s Board~~Company's board of ~~Directors,~~directors, or any committee to which the ~~Board~~board of ~~Directors~~directors delegates such authority, has the sole discretion in administering, interpreting, amending or accelerating the 2021 Plan. Awards may be made under the 2021 Plan for up to 608,000 shares of the ~~Company’s~~Company's common stock, and the 2021 Plan was made effective with the completion of the IPO. During the three and six months ended June 30, 2022, 155,793 and 166,793 equity awards were issued under the 2021 Plan, respectively. NaN equity awards were issued from the 2021 Plan during the six months ended June 30, 2021.

Restricted Stock Units

Total recognition of RSUs expense was as follows in 2022:


	Three Months		Six Months
	Ended June 30,		Ended June 30,
Operating expenses:
Technology	$	25,198	$	38,598
Sales and marketing		26,092		40,259
Supply development		10,948		18,145
Fulfillment		24,330		37,960
General and administrative		110,835		217,077
Total RSU expense	$	197,403	$	352,039

During the six months ended June 30, 2022, the Company granted 166,793 RSUs to employees. These RSUs are subject to a one-year cliff vesting, with 25% of the RSUs vesting on the first anniversary of issuance. The remaining RSUs vest quarterly over a three-year period. As of June 30, 2022, unrecognized stock-based compensation expense related to the unvested employee RSUs was $1,291,297, which the Company expects to recognize on a straight-line basis over a weighted average period of approximately 3.53 years. During the six months ended June 30, 2021, there were 0 RSUs issued.

During July 2021, the Company granted 189,396 RSUs to members of the executive team. Stock compensation expense of $79,832 and $158,787 was recorded in general and administrative expense for the three and six months ended June 30, 2022, respectively. These RSUs are subject to a four-year vesting period, with 20% of the RSUs vesting immediately upon issuance. The remaining RSUs vest annually over a four-year period. As of June 30, 2022, unrecognized stock-based compensation expense related to the unvested RSUs was $647,429 which the Company expects to recognize on a straight-line basis over a weighted average period of approximately 2.98 years.

During July 2021, the Company granted 12,500 RSUs to its directors. Stock compensation expense of $19,571 and $38,927 was recorded in general and administrative expense for the three and six months ended June 30, 2022, respectively. These RSUs vest quarterly over a one-year period. As of June 30, 2022, unrecognized stock-based compensation expense related to these unvested RSUs was $6,452 which the Company expects to recognize on a straight-line basis over a weighted average period of approximately 0.08 years.

A summary of RSUs activity under the 2021 Plan is as follows:


		Weighted
	RSUs	Average Grant
	Outstanding	Date Fair Value
Unvested Balance at December 31, 2021	282,417	$	6.78
Granted	166,793		4.31
Vested	(59,726)		6.34
Forfeited	(22,366)		5.03
Unvested Balance at June 30, 2022	367,118	$	5.80

2218

Table of Contents

iSpecimen Inc.

Notes to Unaudited Condensed Financial Statements

Performance Stock Units

During July 2021, the Company issued 47,349 performance stock units (“PSUs”) to four members of the executive team pursuant to each executive's employment agreement executed in connection with the IPO. The PSUs are subject to certain performance obligations relating to certain revenue and cost of revenue metrics to be determined at the beginning of each fiscal year within the four year vesting period. In year one of the four-year vesting period, the Company was not able to predict the likelihood of achieving the targets pursuant to the metrics in each of the executives' employment agreements, and therefore 0 stock compensation expense was recognized for the six months ended June 30, 2022.

~~11.~~9.INCOME TAXES

As of June 30, 2022 and December 31, 2021, the Company had federal net operating loss carryforwards of approximately ~~$30,200,000~~$35,800,000 and $30,300,000, respectively, of which approximately $13,000,000 and $13,000,000, respectively, expire at various periods through 2037 and approximately ~~$11,600,000~~$24,800,000 and $17,300,000, respectively, can be carried forward indefinitely. As of June 30, 2022 and December 31, 2021, the Company had state net operating loss carryforwards of approximately ~~$20,300,000~~$24,700,000 and $22,400,000 that expire at various periods through ~~2040.~~2043, respectively. At June 30, 2022 and December 31, 2021, the Company had federal and state tax credits of approximately ~~$765,000~~$970,000 and $850,000 available for future periods that expire at various periods through 2041. Due to changes in ownership provisions of the Internal Revenue Code, the availability of the Company’s NOL carryforwards may be subject to annual limitations under Section 382 of the Internal Revenue Code against taxable income in the future period, which could substantially limit the eventual utilization of such carryforwards.2042. The Company has recorded a full valuation allowance against net deferred income tax assets due to a history of losses generated since inception.

~~12.~~~~SUBSEQUENT EVENTS~~

On July 1, 2021, the Company issued and sold 337,500 additional shares of common stock, pursuant to the underwriters’ exercise of its overallotment option, at a public offering price of $8.00 per share, for aggregate gross proceeds of $2.7 million. The net proceeds from the overallotment were $2.5 million after deducting underwriting discounts of $0.2 million. Inclusive of the underwriters’ option to purchase additional shares, the Company received approximately $18.2 million in net proceeds from the IPO, after deducting underwriting discounts of $1.9 million and other offering costs of $0.6 million.

2319

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to iSpecimen Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this ~~Form 10-Q~~Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final prospectus for its initial public offering~~annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on ~~June 21, 2021.~~March 22, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We were incorporated in 2009 under the laws of the state of Delaware. Our mission is to accelerate life science research and development via a single global marketplace platform, the iSpecimen Marketplace, ~~that~~which connects researchers to subjects, specimens, and associated data. We are headquartered in Lexington, Massachusetts. We operate as one operating and reporting segment.

In addition to creating a single global platform where both specimen providers and researchers can connect, the iSpecimen Marketplace automates the process of searching for and selecting specimens for research. The platform taps into healthcare provider data to gain insights into the available samples in biobanks or laboratories, or to gain insights into the patient populations to support specimen collections directly from research subjects. The platform receives de-identified data from electronic medical records, laboratory information systems, and other healthcare data sources of available specimens and research subjects and harmonizes the data across all participating organizations.

Researchers can search this data using our intuitive web-based user interface to obtain specimens more efficiently. They can instantly find the specific specimens they need for their studies, request quotes for these specimens or for custom collections directly from research subjects, place orders, and track and manage their specimens and associated data across projects.

Biospecimen providers also gain efficiencies using the iSpecimen Marketplace, not only because the platform provides instant access to a large researcher base, but because the technology orchestrates the bioprocurement workflow from specimen request to fulfilment. Specimen providers access intuitive dashboards to view requests, create proposals, and track and manage their orders.

Finally, the platform helps with administrative and reporting functions for researchers, suppliers, and our internal personnel, including user and compliance management.

The iSpecimen Marketplace is composed of four major functional areas: ~~search; workflow; data;~~search, workflow, data, and administration and reporting. We continue to invest in the evolution of these areas to improve engagement with the platform and liquidity across it. Our core business objective is to retain and grow both researcher and supplier usage of our platform to support biospecimen procurement, as well as to position ~~our~~the Company to explore other adjacent business opportunities that can benefit from the use of the iSpecimen Marketplace.

Table of Contents

The iSpecimen Marketplace currently supports the supply chain management and bioprocurement process for specimens and associated data. We generate revenue by procuring various specimens from hospitals, laboratories, and other supply sites comprising

~~Table of Contents~~

our network, and delivering them to our medical research customers using our proprietary software to identify and locate the required specimens. Costs paid to acquire specimens from hospitals and laboratories generally varies depending upon the sample type, collection requirements, and data provided. We generally operate in a “just in time” fashion, meaning we procure specimens from our suppliers and distribute specimens to our customers after we obtain an order for specimens from a research client. Generally, we do not speculatively purchase and bank samples in anticipation of future, unspecified needs. We believe our approach offers many advantages over a more traditional inventory-based supplier business model where biorepositories take inventory risks, and where inventory turnover and cash conversion cycles can be lengthy.

On March 30, 2021, we effected a 1-for-5.545 reverse stock split of our issued and outstanding shares of common stock, as well as effected a proportional adjustment to the existing conversion ratios for our redeemable convertible preferred stock. All historical share and per share information shown herein and in our unaudited condensed financial statements and related notes have been retroactively adjusted to give effect to the reverse stock split.

On June 16, 2021, we completed an IPO in which we issued and sold 2,250,000 shares of our common stock at a public offering price of $8.00 per share, resulting in aggregate gross proceeds of $18.0 million. On July 1, 2021, we issued and sold 337,500 additional shares of common stock, pursuant to the underwriters’ exercise of its overallotment option, at a public offering price of $8.00 per share, for aggregate gross proceeds of $2.7 million. The net proceeds from the overallotment were $2.5 million after deducting underwriting discounts of $0.2 million. Inclusive of the underwriters’ option to purchase additional shares, we received approximately $18.2 million in net proceeds from the IPO after deducting underwriting discounts of $1.9 million and other offering costs of $0.6 million.

Upon completion of the IPO, the Company converted all 1,291,012 shares of outstanding redeemable convertible preferred stock into 1,291,012 shares of common stock, all $5.5 million of its outstanding principal and all unpaid and accrued interest of approximately $1.3 million of convertible notes into 1,206,614 shares of common stock at a conversion price of $5.60 per share, and $4 million of its outstanding principal and accrued interest of $0.7 million of bridge notes, as amended, into 842,429 shares of common stock at a conversion price of $5.60 per share. As of June 30, 2021, there were no convertible notes outstanding. As of June 30, 2021, there was a remaining principal balance of $3.0 million on bridge notes. The remaining principal of $3.0 million accrues interest at a rate of fifteen percent (15%) per annum with a maturity date of December 16, 2022.

Impact of the COVID-19 Pandemic on Our Operations

We are subject to the risks arising from the ~~SARS-Cov2 (“COVID-19”)~~COVID-19 outbreak’s social and economic impacts on the healthcare services industry. Our management believes that the social and economic impacts could have ~~a significant~~an impact on future financial condition, liquidity, and results of operations, which include but are not limited to the following: (i) restrictions on in-person activities arising from shelter-in- place, or similar isolation orders, that limit our ability to procure specimens through our supply chain; ~~(ii)~~ (i) decline in researcher demand for specimens; and (iii) deteriorating economic conditions, such as increased unemployment rates and recessionary conditions.

Beginning in March 2020, COVID-19 affected our supply chain’s ability to fulfill specimen requests. As healthcare providers dealt with the COVID-19 pandemic, many temporarily shuttered their research operations, including biospecimen collection capabilities, as they deployed resources to more critical parts of their organization or their employees stayed home to support social distancing measures. As a result, by April 2020, more than 40% of our worldwide supply was fully disabled, more than 40% was partially disabled, and less than 15% was fully operational. Consequently, during the three months beginning April 2020, while our purchase order value increased by more than 300% compared to same period in 2019, our ability to fulfill these orders was negatively impacted by COVID-19 and resulted in our revenue only increasing year over-year by less than 35% compared to the same period in 2019.

In response to the COVID-19 outbreak, we implemented measures to help stabilize revenue, improve our cash position, and reduce costs. In May 2020, we applied for and received a loan in the amount of $783,008 from the Paycheck Protection Program under the CARES Act. Cost saving measures included the elimination of non-essential travel and in-person training activities, deferral of certain planned expenditures, and the furlough of 7% of our employees in August 2020.

To stabilize revenue, we added COVID-19 samples to our product line to support growing research in this area and also contracted with mobile phlebotomy service providers to more easily collect specimens from research subjects who may be practicing social distancing. We received our first request for samples from patients with a prior or current COVID-19 infection on March 18, 2020, and through June 30, 2021, we fulfilled additional COVID-19 specimen requests. Because of our large, geographically diverse network with many sites around the country and the world, we were able to respond quickly to this new demand and match requests

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for COVID-19 specimens to sites in areas of outbreak. As a result, during the three and six months ended June 30, 2021 and 2020, approximately 22%, 39%, 47%, and 28% , respectively of our total purchase orders were related to COVID-19 specimens. There were no COVID-19 related purchase orders for the first quarter of the prior year.

~~With the easing of restrictions,~~While our supply sites ~~are~~were mostly operational as of June 30, ~~2021, and~~2022, we ~~are starting~~expect that while the pandemic lasts, we will continue to experience ~~an increase~~slowdowns in ~~non-COVID-19~~overall specimen ~~collections.~~collections as the pandemic surges in various parts of the world due to social distancing on the part of research subjects, supply partner site employees, and customer research organizations. There is still considerable uncertainty around the duration of this COVID-19 ~~outbreak~~ and its future impact. ~~While we implemented measures to help stabilize revenue as well as measures to reduce costs in response to~~Given the ~~COVID-19 outbreak, given the daily~~ evolution of the COVID-19 outbreak and the global responses to curb its spread, we expect this matter to continue to have an impact on our results of operations, financial condition, or liquidity, which cannot be reasonably estimated at this time.

We will continue to monitor and evaluate the ongoing COVID-19 pandemic and will work to respond appropriately to the impact of COVID-19 on our business, as well as customers’ and suppliers’ businesses.

Impact of the Russian-Ukrainian War on Our Operations

Our business was negatively impacted during the first quarter of 2022 by the ongoing war between Russia and Ukraine. At the start of the war, we had approximately $1 million of purchase orders that were slated to be fulfilled by our supply network in Ukraine and Russia. This supply network shut down quickly at the start of the war. Ukrainian suppliers were disabled due to war conditions and evacuations and Russian suppliers were disabled by sanctions. While we mobilized to shift these purchase orders to other suppliers in our network, the process of getting specimen collections from other supply sites took time, which has caused a delay in the fulfillment of such purchase orders.

As of June 30, 2022, we continued to be negatively impacted by this war. Our supply sites in Russia remain inaccessible due to sanctions and while our supply sites in Ukraine have mostly reopened, they are operating at a limited capacity. Additionally, due to the uncertainty caused by the ongoing war, Ukraine suppliers may again become inaccessible to us. Therefore, as long as the uncertainty continues, we will not use them as sole specimen sources at a purchase order level. Alternate suppliers may not have the same favorable unit economics or specimen collection rates. The short and long-term implications of the war are difficult to predict at this time. The imposition of sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact our business and the businesses of our supply partners, especially those in Ukraine and Russia. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of the war on our business and the companies from which we obtain supplies and distributes specimens.

Known Trends, Demands, Commitments, Events or Uncertainties Impacting Our Business

We are committed to investing in and developing our technology. For the first half of 2022 we capitalized approximately $777,000 of internally developed software costs and have plans to continue investing at this level for the remainder of the year. We anticipate that these investments will increase revenue opportunities and result in operational efficiencies, positively impacting our liquidity, capital resources and results of operations in the future with a less than two-year rate of return on the investment.

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We continue to experience declines in our COVID-19 revenue. For the first half of 2022 our COVID-19 revenue was approximately $611,000 compared to approximately $1,600,000 for the same period in 2021, a $989,000, or 62%, decrease in COVID-19 revenue. We anticipate that our COVID-19 revenue will continue to decline, negatively impacting our liquidity, capital resources and results of operations at a level that is not currently determinable due to the uncertainty of the continued impact of COVID-19.

Components of Our Results of Operations

Revenue

We generate revenue by procuring various specimens from hospitals, laboratories, and other supply sites, for our medical research customers using our proprietary software, the iSpecimen Marketplace, to identify, locate, and ultimately validate the required specimens to our customers’ requested specifications. The Company’s performance obligation is to procure a specimen meeting the customer specification(s) from a supplier, on a “best efforts” basis, for our customer at the agreed price per specimen as indicated in the customer contract with the Company. We do not currently charge suppliers or customers for the use of our proprietary software. Each customer will execute a material and data use agreement with the Company or agrees to online purchase terms, each of which includes terms such as specimen and data use, shipment terms, payment and cancellation terms. These are then supplemented by purchase orders that specify specimen requirements including detailed inclusion/exclusion criteria, quantities to be collected, and pricing. Collectively, these customer agreements represent the Company’s contracts with its customer. Generally, contracts have fixed unit pricing. For certain specimen orders, a refundable customer deposit may be required prior to order fulfillment depending on project set-up requirements, presented as deferred revenue. The Company expects to recognize the deferred revenue within the next twelve months.

We recognize revenue over time, as we have created an asset with no alternative use and we have an enforceable right to payment for performance completed to date. At contract inception, we review a contract and related order upon receipt to determine if the specimen ordered has an alternative use byto us. Generally, specimens ordered do not have an alternative future use to us and our performance obligation is satisfied when the related specimens are accessioned. We use an output method to recognize revenue for specimens with no alternative future use. The output is measured based on the number of specimens accessioned.

Customers are typically invoiced upon shipment. Depending on the quantity of specimens ordered, it may take several accounting periods to completely fulfill a purchase order. In other words, there can be multiple invoices issued for a single purchase order, reflecting the specimens being accessioned over time. However, specimens are generally shipped as soon as possible after they have been accessioned.

Cost of Revenue

Cost of revenue primarily consists of the purchase price to acquire specimens from hospitals and laboratories, inbound and outbound shipping costs, supply costs related to samples, payment processing and related transaction costs, and costs paid to the supply sites to support sample collections. Shipping costs upon receipt of products from suppliers are recognized in cost of revenue.

Additionally, we believe that loss from operations is a more meaningful measure of profitability than gross profit due to the nature of specimens accessioned and the diversity of our pricing.

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Technology

Technology costs include payroll and related expenses for employees involved in the development and implementation of our technology, software license and system maintenance fees, outsourced data center costs, data management costs, depreciation and amortization, and other expenses necessary to support technology initiatives. Collectively, these costs reflect the efforts we make to offer a wide variety of products and services to our customers. Technology and data costs are generally expensed as incurred.

A portion of technology costs are related to research and development. Costs incurred for research and development are expensed as incurred, except for software development costs that are eligible for capitalization. Research and development costs primarily include salaries and related expenses, in addition to the cost of external service providers.

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Sales and Marketing

Sales and marketing costs primarily consist of payroll and related expenses for personnel engaged in marketing and selling activities, including salaries and sales commissions, travel expenses, public relations and social media costs, ispecimen.com website development and maintenance costs, search engine optimization fees, advertising costs, direct marketing costs, trade shows and events fees, marketing and customer relationship management software, and other marketing-related costs.

Supply Development

We have agreements with supply partners that allow us to procure specimens from them and distribute these samples to customers. Supply development costs primarily include payroll and related expenses for personnel engaged in the development and management of this supply network, related travel expenses, regulatory compliance costs to support the network, and other supply development and management costs.

Fulfillment

Fulfillment costs primarily consist of those costs incurred in operating and staffing operations and customer service teams, including costs attributable to assess the feasibility of specimen requests, creating and managing orders, picking, packaging, and preparing customer orders for shipment, responding to inquiries from customers, and laboratory equipment and supplies.

General and Administrative

General and administrative expenses primarily consist of costs for corporate functions, including payroll and related expenses for human resources, legal, finance, and executive teams, associated software licenses, facilities and equipment expenses, such as depreciation and amortization expense and rent, outside legal expenses, insurance costs, and other general and administrative costs.

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Financial Operations Overview and Analysis for the Three and Six Months Ended June 30, 2022 and 2021 ~~and 2020 (unaudited)~~(Unaudited)

Comparison of the Three Months Ended June 30, ~~2021~~2022 and ~~2020~~2021


	Three months ended June 30,				Change					Three months ended June 30,			Change
	2021		2020		Dollars		Percentage		2022		2021		Dollars		Percentage

	(unaudited)
Revenue	$	2,903,876	$	1,504,569	$	1,399,307	93	%	$	2,338,688	$	2,903,876	$	(565,188)	(19)	%
Operating expenses:
Cost of Revenue		1,489,196		473,982		1,015,214	214	%
Cost of revenue										999,743		1,489,196		(489,453)	(33)	%
Technology		361,799		291,601		70,198	24	%		635,650		361,799		273,851	76	%
Sales and marketing		647,592		367,617		279,975	76	%		950,563		647,592		302,971	47	%
Supply development		100,693		147,588		(46,895)	(32)	%		242,380		100,693		141,687	141	%
Fulfillment		287,275		185,185		102,090	55	%		519,994		287,275		232,719	81	%
General and administrative		1,545,852		343,602		1,202,250	350	%		1,575,365		1,545,852		29,513	2	%
Total operating expenses		4,432,407		1,809,575		2,622,832	145	%		4,923,695		4,432,407		491,288	11	%

Loss from operations		(1,528,531)		(305,006)		(1,223,525)	(401)	%		(2,585,007)		(1,528,531)		1,056,476	69	%
Other income (expense), net
Change in fair value of derivative liability on bridge notes and bridge notes, related parties										—		1,630,700		(1,630,700)	(100)	%
Interest expense		(1,133,479)		(459,005)		(674,474)	(147)	%		(42,273)		(1,133,479)		1,091,206	96	%
Gain on extinguishment of bridge notes and bridge notes, related parties										—		9,746		(9,746)	(100)	%
Change in fair value of derivative liability on convertible notes		(117,000)		583,000		(700,000)	(120)	%		—		(117,000)		117,000	100	%
Change in fair value of derivative liability on bridge notes and bridge notes, related parties		1,630,700		—		1,630,700	100	%
Gain on extinguishment of bridge notes and bridge notes, related parties		9,746		—		9,746	100	%
Loss on extinguishment of convertible notes and convertible notes, related parties		(260,185)		—		(260,185)	(100)	%		—		(260,185)		260,185	100	%
Other income		3,663		6,688		(3,025)	(100)	%
Interest income		172		86		86	100	%		13,881		172		13,709	7,970	%
Other income (expense), net		133,617		130,769		2,848	2	%		6,590		3,663		2,927	80	%

Benefit from income taxes		—		145		(145)	(100)	%

Total other income (expense), net										(21,802)		133,617		(155,419)	(116)	%
Net loss	$	(1,394,914)	$	(174,092)	$	(1,220,822)	(701)	%	$	(2,606,809)	$	(1,394,914)		(1,211,895)	(87)	%

Revenue

Revenue ~~increased~~decreased by approximately ~~$1,399,000~~$565,000 or ~~93%~~19%, from ~~approximately $1,505,000 for the three months ended June 30, 2020 to~~ approximately $2,904,000 for the three months ended June 30, 2021 to approximately $2,339,000 for the three months ended June 30, 2022. This was primarily due to ~~a more seasoned sales team, continued~~the reduction in demand for ~~specimens from patients with known~~ COVID-19 ~~test results, and an increasing demand for~~ specimens in ~~non-COVID-19 research areas.~~the three months ended June 30, 2022. For the three months ended June 30, ~~2021~~2022 and ~~2020,our~~2021, revenue derived from specimens related to COVID-19 accounted for approximately ~~31%~~$170,000 and ~~42%~~$896,000, or 7% and 31%, respectively, of our total revenue. ~~Specimens~~Although specimens accessioned during the ~~second quarter of the current year~~three months ended June 30, 2022 increased by ~~approximately 467~~738, or 8%12%, to ~~approximately 6,266,~~7,004, compared to ~~approximately 5,799~~6,266 of specimens accessioned during the ~~second quarter of 2020, as well as~~three months ended June 30, 2021, there was a change in specimen mix that resulted in ~~an increase~~a decrease in the average selling price per specimen of approximately ~~$204~~$130, or ~~79%~~28%, compared to the same prior year’s period.

Cost of Revenue

Cost of revenue ~~increased~~decreased by approximately ~~$1,015,000,~~$489,000, or ~~214%~~33%, from ~~approximately $474,000 for the three months ended June 30, 2020 to~~ approximately $1,489,000 for the three months ended June 30, 2021 to approximately $1,000,000 for the three months ended June 30, 2022, which was attributable to a ~~191% increase~~40% decrease in the average cost per specimen ~~impacted~~offset by ~~the specimen mix as well as the~~a 12% increase in the number of specimens accessioned for the current period compared to the same prior year’s period. ~~The substantial increase in the average cost per specimen is the result of a significant project in 2020 which yielded lower average costs per specimen.~~

~~Technology~~

Technology

Technology expenses increased by approximately ~~$70,000~~$274,000, or ~~24%~~76% from ~~approximately $292,000 for the three months ended June 30, 2020 to~~ approximately $362,000 for the three months ended June 30, ~~2021.~~2021 to approximately $636,000 for the three months ended June 30, 2022. The period over period increase was ~~primarily~~ related to ~~an increase~~increases in ~~operating and maintenance expenses of approximately $51,000 and an increase in depreciation and amortization of approximately $22,000.~~

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payroll and related expenses of approximately $164,000, computer, software and information technology services of approximately $76,000, and amortization of internally developed software of approximately $31,000.

Sales and Marketing Expenses

Sales and marketing expenses increased approximately ~~$280,000,~~$303,000, or ~~76%~~47%, from ~~approximately $368,000 for the three months ended June 30, 2020 to~~ approximately $648,000 for the three months ended June 30, ~~2021.~~2021 to approximately $951,000 for the three months ended June 30, 2022. The period over period increase was attributable to increases in payroll and related expenses of approximately $117,000, external marketing efforts of approximately $91,000, professional fees of approximately $40,000, software costs of approximately, $40,000 and an increase in travel of approximately $15,000.

Supply Development

Supply development expenses increased approximately $142,000, or 141%, from approximately $101,000 for the three months ended June 30, 2021 to approximately $242,000 for the three months ended June 30, 2022. The period over period increase was primarily attributable to increases in payroll and related expenses of approximately $104,000, increases in operating and regulatory compliance costs of approximately $28,000, and increase in travel of approximately $10,000.

Fulfillment

Fulfillment costs increased approximately $233,000, or 81%, from approximately $287,000 for the three months ended June 30, 2021 to approximately $520,000 for the three months ended June 30, 2022. The period over period increase was primarily attributable to increases in payroll and related expenses of approximately $249,000 for personnel engaged in pre-sales feasibility assessments and post-sales fulfillment activities, offset by a decrease in operating expenses of approximately $16,000.

General and Administrative Expenses

General and administrative expenses increased approximately $29,000, or 2%, from approximately $1,546,000 for the three months ended June 30, 2021 to approximately $1,575,000 for the three months ended June 30, 2022. The period over period increase was attributable to increases in taxes and insurance of approximately $90,000, operating and maintenance expenses of approximately $39,000, utilities and facilities expenses of approximately $20,000, other general expenses of approximately $14,000, offset by decreases in compensation costs of approximately $127,000 and depreciation and amortization expenses of $7,000.

Other Income (Expense), Net

Other income (expense), net, decreased approximately $155,000, or 116%, from approximately $134,000 of other income, net, for the three months ended June 30, 2021 to approximately $22,000 of other expense, net for the three months ended June 30, 2022. The period over period decreases in other income (expense), net, was attributable to decreases in the change in fair value of derivative liability on bridge notes and bridge notes, related parties of approximately $1,631,000, and loss on extinguishment of secured promissory notes the Company issued from 2018 to 2021 to investors and existing stockholders (the “bridge notes”) of approximately $10,000, offset by decreases in interest expense of approximately $1,100,000, loss on extinguishment of convertible notes and convertible notes that the Company issued to related parties in 2017 and 2018 (the “convertible notes”) of approximately $260,000, the change in fair value the “convertible notes” of approximately $117,000 and by increases in interest income of approximately $14,000 and other income (expense), net of approximately $3,000.

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Comparison of the Six Months Ended June 30, 2022 and 2021


		Six Months Ended June 30,			Change
	2022		2021		Dollars		Percentage
Revenue	$	4,857,348	$	5,867,683	$	(1,010,335)	(17)	%
Operating expenses:
Cost of revenue		2,165,659		3,112,847		(947,188)	(30)	%
Technology		1,163,173		771,750		391,423	51	%
Sales and marketing		1,697,994		1,176,978		521,016	44	%
Supply development		424,450		212,269		212,181	100	%
Fulfillment		963,788		556,371		407,417	73	%
General and administrative		3,385,679		2,508,643		877,036	35	%
Total operating expenses		9,800,743		8,338,858		1,461,885	18	%
Loss from operations		(4,943,395)		(2,471,175)		2,472,220	100	%
Other expense, net
Loss on extinguishment of bridge notes and bridge notes, related parties		—		(2,740,425)		2,740,425	100	%
Interest expense		(80,321)		(1,986,407)		1,906,086	96	%
Change in fair value of derivative liability on convertible notes		—		(271,000)		271,000	100	%
Loss on extinguishment of convertible notes and convertible notes, related parties		—		(260,185)		260,185	100	%
Interest income		26,535		—		26,535	100	%
Change in fair value of derivative liability on bridge notes and bridge notes, related parties		—		1,582,700		(1,582,700)	(100)	%
Gain on extinguishment of note payable		—		788,156		(788,156)	(100)	%
Other income (expense), net		6,630		(69)		6,699	100	%
Total other expense, net		(47,156)		(2,887,230)		2,840,074	98	%
Net loss	$	(4,990,551)	$	(5,358,405)		367,854	7	%

Revenue

Revenue decreased by approximately $1,000,000, or 17%, from approximately $5,868,000 for the six months ended June 30, 2021 to approximately $4,857,000 for the six months ended June 30, 2022. This was primarily due to the reduction in demand for COVID-19 specimens and a shutdown in our Ukrainian and Russian supply network which impacted our ability to fulfill orders at the start of the war. For the six months ended June 30, 2022 and 2021, our revenue derived from specimens related to COVID-19 accounted for approximately $649,000 and $1,600,000, or 13% and 27%, respectively, of our total revenue. Although specimens accessioned during the first half of 2022 increased by approximately 544, or 5%, to approximately 11,928, compared to approximately 11,384 of specimens accessioned during the first half of 2021, a change in specimen mix resulted in a decrease in average selling price per specimen of approximately $132, or 26%, compared to the same prior year’s period.

Cost of Revenue

Cost of revenue decreased by approximately $947,000, or 30%, from approximately $3,113,000 for the six months ended June 30, 2021 to approximately $2,166,000 for the six months ended June 30, 2022, which was attributable to a 44% decrease in the average cost per specimen impacted by the specimen mix during the six month period ended June 30, 2022 over the same period in 2021, offset by the 5% increase in the number of specimens accessioned during the six months ended June 30, 2022 over the same period in the prior year.

Technology

Technology expenses increased by approximately $391,000, or 51%, from approximately $772,000 for the six months ended June 30, 2021 to approximately $1,163,000 for the six months ended June 30, 2022. The period over period increase was related to increases in

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payroll and related expenses of approximately $262,000, general operating expense of approximately $63,000 and in depreciation and amortization of approximately $62,000.

Sales and Marketing Expenses

Sales and marketing expenses increased approximately $521,000, or 44%, from approximately $1,177,000 for the six months ended June 30, 2021 to approximately $1,698,000 for the six months ended June 30, 2022. The period over period increase was primarily attributable to an increase in payroll and related expenses ~~associated with the hiring~~ of ~~additional staff during the second half of 2020 and the first half of 2021, which totaled~~ approximately ~~$262,000,~~$228,000, an increase into external marketing efforts of approximately ~~$28,000, partially offset by a decrease~~$197,000 and an increase in general operating expenses related to sales and marketing of approximately ~~$7,000, and by reductions to general expenses related to sales and marketing of approximately $3,000.~~$96,000.

Supply Development

Supply development expenses ~~decreased~~increased approximately ~~$47,000,~~$212,000, or ~~32%~~100%, from approximately ~~$148,000~~$212,000 for the ~~three~~six months ended June 30, ~~2020~~2021 to approximately ~~$101,000~~$424,000 for the ~~three~~six months ended June 30, ~~2021.~~2022. The ~~decrease~~period over period increase was primarily attributable to ~~a decrease in operating and maintenance expenses of approximately $39,000 and a decrease~~increases in payroll and related expenses of approximately ~~$7,000 for personnel engaged~~$178,000, an increase in operating and regulatory compliance costs of approximately $25,000 and an increase in general supply development ~~activities and travel-related~~ expenses ~~due to the COVID-19 outbreak.~~of approximately $9,000.

Fulfillment

Fulfillment costs increased approximately ~~$102,000,~~$407,000, or ~~55%~~73%, from approximately ~~$185,000~~$556,000 for the ~~three~~six months ended June 30, ~~2020~~2021 to approximately ~~$287,000~~$964,000 for the ~~three~~six months ended June 30, ~~2021.~~2022. The increase was primarily attributable to an increase in payroll and related expenses of approximately ~~$82,000~~$412,000 for personnel engaged in pre-sales feasibility assessments and ~~an increase~~order fulfillment, offset by a decrease in ~~post-sales activities such as order processing and management, shipping and receiving, and customer service~~general operating expenses related to fulfillment of approximately ~~$18,000.~~$5,000.

General and Administrative Expenses

General and administrative expenses increased approximately ~~$1,202,000~~$877,000, or ~~350%~~35%, from approximately ~~$344,000~~$2,509,000 for the ~~three~~six months ended June 30, ~~2020~~2021 to approximately ~~$1,546,000~~$3,386,000 for the ~~three~~six months ended June 30, ~~2021.~~2022. The period over period increase was ~~primarily~~ attributable to ~~an increase~~increases in ~~cost related to becoming a public company including an increase in legal~~compensation costs of approximately $250,000, directors’ and ~~accounting~~officers’ insurance of approximately $422,000, marketing and advertising expenses of approximately ~~$112,000, an increase~~$36,000, computer and software of ~~other~~approximately $132,000, inventory write-off of approximately $24,000 and general ~~and administrative~~operating expenses of approximately $101,000 related to amortization of internally developed software, associated software licenses, human resource related expenses, insurance costs and facility expenses, an increase in director and officer insurance of approximately $98,000, and an increase in payroll related costs for the chief financial officer of approximately $72,000. Additionally, the remaining increase is related to costs not expected to recur in the future, such as payroll expenses of approximately $555,000 for a special IPO bonus provided to all employees and increased legal, accounting and consulting expenses of approximately $264,000 that did not qualify as offering costs.$13,000.

Other Expense, net

Other ~~Income (Expense),~~expense, net,

~~Other income (expense), net increased~~ decreased approximately ~~$3,000,~~$2,840,000, or 2%98%, from approximately ~~$131,000~~$2,887,000 for the ~~three~~six months ended June 30, ~~2020~~2021 to approximately ~~$134,000~~$47,000 for the ~~three~~six months ended June 30, ~~2021.~~2022. The ~~increase~~period over period decreases in other expense, net, was ~~primarily~~attributable to the ~~result~~decreases in loss on extinguishment of secured promissory notes the Company issued from 2018 to 2021 to investors and existing stockholders (the “bridge notes”) of approximately $2,740,000, interest expense of approximately $1,906,000, change in fair value of derivative ~~liabilities related to the Bridge Notes and Related Party Bridge Notes~~liability on convertible notes (the “convertible notes”) of approximately ~~$1,631,000 and a gain~~$271,000, loss on extinguishment of ~~Bridge Notes~~convertible notes and ~~Related Party Bridge Notes~~convertible notes, related parties of approximately ~~$10,000, partially offset by a~~$260,000 and increases in change in fair value of derivative ~~liabilities related to the Convertible Notes of approximately $700,000 a decrease~~liability on bridge notes and bridge notes and increases in interest ~~expense of approximately $674,000 related to accrued interest on the Bridge Notes and Convertible Notes, an approximately $260,000 loss on extinguishment of Convertible Notes, and a decrease in other~~ income of approximately ~~$3,000.~~$27,000 and other expense, net of approximately $7,000, offset by decreases in change in fair value of derivative liability on bridge notes and bridge notes, related parties of approximately $1,583,000 and gain in extinguishment of notes payable of approximately $788,000.

2927

Table of Contents

~~Comparison of the Six Months Ended June 30, 2021 and 2020~~

Six months ended June 30,

Change


2021

2020

Dollars

Percentage

Revenue

$
5,867,683

$
3,216,228

$
2,651,455

82
%
Operating expenses:









Cost of Revenue

3,112,847

1,128,249

1,984,598

176
%
Technology

771,750

718,314

53,436

7
%
Sales and marketing

1,176,978

799,256

377,722

47
%
Supply development

212,269

262,193

(49,924)

(19)
%
Fulfillment

556,371

400,355

156,016

39
%
General and administrative

2,508,643

656,855

1,851,788

282
%
Total operating expenses

8,338,858

3,965,222

4,373,636

110
%

Loss from operations

(2,471,175)

(748,994)

(1,722,181)

(230)
%
Other income (expense), net

Interest expense

(1,986,407)

(1,048,220)

(938,187)

(90)
%
Change in fair value of derivative liability

(271,000)

(22,000)

(249,000)

(1132)
%
Change in fair value of derivative liability on bridge notes and bridge notes, related parties

1,582,700

—

1,582,700

100
%
Loss on extinguishment of bridge notes and bridge notes, related parties

(2,740,425)

—

(2,740,425)

(100)
%
Loss on extinguishment of convertible notes and convertible notes, related parties

(260,185)

—

(260,185)

(100)
%
Gain on extinguishment of note payable

788,156

—

788,156

100
%
Other (expense) income

(69)

6,691

(6,760)

(101)
%
Interest income

—

309

(309)

(100)
%
Other income (expense), net

(2,887,230)

(1,063,220)

(1,824,010)

(172)
%

Benefit from income taxes

—

145

(145)

(100)
%

Net loss

$
(5,358,405)

$
(1,812,069)

$
(3,546,336)

(196)
%

~~Revenue~~

Revenue increased by approximately $2,651,000 or 82%, from approximately $3,216,000 for the six months ended June 30, 2020 to approximately $5,868,000 for the six months ended June 30, 2021 primarily due to a more seasoned sales team, continued demand for specimens from patients with known COVID-19 test results, and an increasing demand for specimens in non COVID-19 research areas. For the six months ended June 30, 2021 and 2020 our revenue derived from specimens related to COVID-19 accounted for approximately 27% and 20%, respectively, of our total revenue. There was no COVID-19 related revenue for the first quarter of the prior year. Specimens accessioned during the second quarter of the current year decreased by approximately 368 or 3% to approximately 11,384, compared to approximately 11,752 of specimens accessioned during the second quarter of 2020. However, a change in specimen mix resulted in an increase in average selling price per specimen of approximately $242 or 88% compared to the same prior year’s period.

~~Cost of Revenue~~

Cost of revenue increased by approximately $1,985,000, or 176%, from approximately $1,128,000 for the six months ended June 30, 2020 to approximately $3,113,000 for the six months ended June 30, 2021 which was attributable to a 185% increase in the average cost per specimen impacted by the specimen mix during the current six month period over the prior year period, offset by the 2% decrease in the number of specimens accessioned during the current six month period over the same prior year period. The substantial increase in the average cost per specimen is the result of a significant project in 2020 which yielded lower average costs per specimen.

~~Technology~~

Technology expenses increased by approximately $53,000 or 7% from approximately $718,000 for the six months ended June 30, 2020 to approximately $772,000 for the six months ended June 30, 2021. The increase was primarily related to an increase in operating and maintenance expenses of approximately $84,000, an increase in depreciation and amortization of approximately $49,000, partially offset by a decrease in project expenses for development of the Company’s technology that were not capitalizable of approximately $80,000.

~~Table of Contents~~

~~Sales and Marketing Expenses~~

Sales and marketing expenses increased approximately $378,000, or 47%, from approximately $799,000 for the six months ended June 30, 2020 to approximately $1,177,000 for the six months ended June 30, 2021. The increase was primarily attributable to an increase in payroll and related expenses associated with the hiring of additional staff during 2020 and the first half of 2021, which amounted to approximately $335,000, an increase to external marketing efforts of approximately $35,000, an increase in general operating expenses related to sales and marketing of approximately $27,000, partially offset by a reduction in general expenses related to sales and marketing of approximately $18,000.

~~Supply Development~~

Supply development expenses decreased approximately $50,000, or 19%, from approximately $262,000 for the six months ended June 30, 2020 to approximately $212,000 for the six months ended June 30, 2021. The decrease was primarily attributable to a decrease in operating and maintenance expenses of approximately $33,000 and a decrease in payroll and related expenses of approximately $10,000 for personnel engaged in supply development activities and travel-related expenses due to the COVID-19 outbreak.

~~Fulfillment~~

Fulfillment costs increased approximately $156,000, or 39%, from approximately $400,000 for the six months ended June 30, 2020 to approximately $556,000 for the six months ended June 30, 2021. The increase was primarily attributable to an increase in payroll and related expenses of approximately $156,000 for personnel engaged in pre-sales feasibility assessments and order fulfillment.

~~General and Administrative Expenses~~

General and administrative expenses increased approximately $1,852,000 or 282%, from approximately $657,000 for the six months ended June 30, 2020 to approximately $2,509,000 for the six months ended June 30, 2021. The increase was primarily attributable to an increase in cost related to becoming a public company including an increase of general and administrative expenses of approximately $166,000 related to amortization of internally developed software, associated software licenses, human resource related expenses, insurance costs and facility expenses, an increase in payroll related costs for the chief financial officer of approximately $144,000, an increase in legal and accounting expenses of approximately $136,000, and an increase in director and officer insurance of approximately $98,000. There was also an increase in utilities and facilities of approximately $13,000, partially offset by a decrease in depreciation and amortization expenses of approximately $4,000. Additionally, the remaining increase is related to costs not expected to recur in the future, such as payroll expenses of approximately $555,000 for a special IPO bonus provided to all employees and increased legal, accounting and consulting expenses of approximately $744,000 that did not qualify as offering costs.

~~Other Income (Expense), net~~

Other income (expense), net increased approximately $1,824,000, or 172%, from approximately $1,063,000 for the six months ended June 30, 2020 to approximately $2,887,000 for the six months ended June 30, 2021. The increase in other income (expense), net was primarily the result of a loss on the extinguishment of Bridge Notes and Related Party Bridge Notes of approximately $2,740,000, an increase in interest expense of approximately $938,000 related to accrued interest on the issuance of additional Bridge Notes, a loss on extinguishment of Convertible Notes of approximately $260,000, a difference in the change in fair value of the derivative liability related to the Convertible Notes of approximately $249,000, and a decrease in other income of approximately $7,000, partially offset by a change in fair value of the derivative liability related to the Bridge Notes and Related Party Bridge Notes of approximately $1,583,000 and a gain on the extinguishment of note payable of approximately $788,000 due to the forgiveness of the total outstanding balance of the Paycheck Protection Program Loan.

~~Table of Contents~~

Liquidity and Capital Resources


						Change
	June 30, 2022		December 31, 2021		Dollars		Percentage
	(unaudited)
Balance Sheet Data:
Cash	$	23,691,175	$	27,738,979		(4,047,804)		(15)	%
Working capital		25,101,782		30,442,955		(5,341,173)		(18)	%
Total assets		30,397,457		35,719,598		(5,322,141)		(15)	%
Accrued interest		7,778		8,167		(389)		(5)	%
Term loan, net of debt discount		3,428,732		3,422,616		6,116		—	%
Total stockholders' equity		25,297,930		29,791,588		(4,493,658)		(15)	%


	Six Months Ended June 30,				Change
	2022		2021		Dollars		Percentage

Statement of Cash Flow Data:
Net cash flows used in operating activities	$	(3,353,977)	$	(3,268,535)	$	(85,442)	(3)	%
Net cash flows used in investing activities		(777,181)		(442,881)		(334,300)	(75)	%
Net cash flows provided by financing activities		83,354		16,199,817		(16,116,463)	100	%
Net change in cash	$	(4,047,804)	$	12,488,401	$	(16,536,205)

Capital Resources

As of June 30 ~~2021,~~2022, our available cash totaled approximately ~~$13,184,000~~$23,700,000, which represented ~~an increase~~a decrease of approximately ~~$12,488,000~~$4,000,000 compared to December 31, ~~2020.~~2021. As of June 30, ~~2021,~~2022, we had working capital of approximately ~~$10,993,000 which represents an increase of approximately $29,656,000 compared to December 31, 2020.~~$25,100,000. Since inception, we have relied upon raising capital to finance our operations. On June 21, 2021, we completed our IPO in which we issued and sold 2,250,000 shares of our common stock at a public offering price of $8.00 per share, for aggregate gross proceeds of $18 million. The net proceeds from the IPO were $15.7 million after deducting underwriting discounts of $1.7 million and other offering costs of $0.6 million. On July 1, 2021, we sold an additional 337,500 shares of our common stock, pursuant to the underwriters’ full exercise of its overallotment option, at a public offering price of $8.00 per share, for aggregate gross proceeds of $2.7 million. The net proceeds from the overallotment were $2.5 million after deducting underwriting discounts of $0.2 million. In aggregate, we received approximately $18.2 million after deducting underwriting discounts of $1.9 million and other offering costs of $0.6 million. We intend to use ~~the net proceeds from this offering~~our existing cash to further develop our technology, grow our supply network, increase our marketing and sales presence, scale our operations, and for working capital and general corporate ~~purposes, and to repay the accrued and unpaid interest of the Bridge Notes.~~purposes.

~~Management believes that the Company’s existing~~We believe our cash and cash equivalents, ~~which include the net proceeds~~together with anticipated cash flow from ~~the IPO,~~operations will ~~allow the Company~~be sufficient to ~~continue its operations~~meet our working capital, and capital expenditure requirements for at least the next 12 months. During the six months ~~from~~ended June 30, 2022, our revenue was negatively impacted because of a shutdown of our Ukrainian and Russian supply network at the ~~date these financial statements~~start of the war between Russia and Ukraine. Additionally, we are ~~issued and therefore~~continuing to experience a reduction in COVID-19 revenue that has not been more than the ~~conditions raising substantial doubt raised~~offset by increases in ~~prior periods has been alleviated. As~~non-COVID-19 revenue. In the event that revenue, during the next 12 months, continues to fall short of our projections or if our plans or assumptions change, including as a result of ~~recurring losses,~~ the ~~continued viability~~war between Russia and Ukraine or the impact of ~~the Company beyond August 2022~~COVID-19 or if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may ~~be dependent on its ability to continue~~need to raise additional capital sooner than expected. Our ability to ~~finance its operations.~~

~~Factoring Agreement~~

~~On January 1, 2021,~~obtain capital to implement our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets, and other factors, many of which are beyond our control. In addition, any additional debt service requirements we entered into a factoring agreement with Versant Funding, LLC (“Versant”), pursuant to which we agreed to sell a minimum of $1.2 million of our accounts receivable without recourse. Through June 30, 2021, we have sold, without recourse, total net receivables of approximately $2.3 million under the Factoring Agreement to Versant. Without recourse indicates that we assign and transfer our rights, title, and interest in and to the accounts receivable to Versant, meaning that we are not liable to repay all or any portion of the advance amount if any portion of the accounts receivable is not paid by our customer(s). Informationtake on accounts receivable identified for factoring are provided and verified by Versant prior to being accepted for factoring. Pursuant to the Factoring Agreement, we receive an advance of 75% of the value of the purchased accounts receivable upfront. Upon receipt of the payment from the customer, Versant calculates the applicable factoring fee from invoice date through the actual collection date, and remits the remaining 25% holdback of the value of the factored accounts receivable, less their factoring fees, to us. The factoring fees range from 2.5% to 15% of the purchase price of the accounts receivablecould be based on ~~the age of the accounts receivable when collected. We are also charged for certain reimbursable administrative fees incurred~~higher interest rates and shorter maturities and could impose a significant burden on our ~~behalf for~~results of operations and financial condition, and the ~~management~~issuance of ~~the program. In connection with the Factoring Agreement, we entered into a Security Agreement, granting~~additional equity securities could result in significant dilution to ~~Versant a security interest in substantially all of our assets to secure our obligations under the Factoring Agreement.~~stockholders.

~~Upon termination of~~Cash Flows

Operating Activities

For the ~~Factoring Agreement on~~six months ended June 30, ~~2021,~~2022, net cash used in operating activities was approximately $3,354,000, which consisted of a net loss of approximately $4,991,000 offset by non-cash charges of approximately $1,232,000, which included $533,000 related to amortization of internally developed software, $414,000 in stock-based compensation, $270,000 in bad debt expense, $9,000 related to depreciation and amortization of property and equipment, and $6,000 of amortization of discount on the ~~Company paid Versant $139,374 in settlement of its balance payable to Versant pursuant to~~Term Loan with the ~~Factoring Agreement. Upon termination of the Factoring Agreement, all future payments of accounts receivable shall be made directly to the Company.~~Lender.

~~Note Payable Loan Forgiveness~~

~~On January 13, 2021, the Paycheck Protection Program Loan and related interest of $788,156 was fully forgiven by the U.S. Small Business Administration.~~

~~Cash Flows~~

~~Six Months Ended June 30, 2021 and 2020~~

Six months ended June 30,

Change

2021

2020

Dollars

Percentage

Net cash flows (used in) provided by operating activities

$
(3,268,535)

$
55,681

$
(3,324,216)

(5970)
%

3228

Table of Contents

Net cash flows used in investing activities

(442,881)

(592,024)

149,143

(25)
%
Net cash flows provided by financing activities

16,199,817

1,783,008

14,416,809

809
%
Net increase in cash and cash equivalents

$
12,488,401

$
1,246,665

$
11,241,736

~~Operating Activities~~Total changes in assets and liabilities of approximately $405,000 were attributable to a $475,000 decrease in accounts receivable-unbilled, a $1,073,000 decrease in accounts receivable, partially offset by a $400,000 decrease in accounts payable, a $376,000 decrease in accrued expenses and a $320,000 decrease in deferred revenue and a $48,000 increase in prepaid expenses and other current assets.

For the six months ended June 30, 2021, net cash used in operating activities was ~~$3,268,535,~~approximately $3,269,000, which consisted of a net loss of ~~$5,358,405~~approximately $5,358,000 offset by non-cash charges of approximately $2,355,000, which primarily includes a ~~$2,740,425~~$2,740,000 loss on extinguishment of ~~Bridge Notes, $869,600~~bridge notes, $870,000 of amortization of discount on ~~Amended Bridge Notes, $471,584~~amended bridge notes, $472,000 related to amortization of internally developed software, a ~~$260,185~~$260,000 loss on extinguishment of ~~Convertible Notes, $50,410~~convertible notes, $50,000 in stock based compensation, ~~$39,618~~$40,000 in bad debt expense, ~~$22,260~~$22,000 related to depreciation and amortization of property and equipment, and ~~$1,088~~$1,000 of amortization of discount and debt issuance costs on ~~Convertible Notes~~convertible notes partially offset by a ~~$1,311,700~~$1,312,000 loss on derivative liabilities, and a ~~$788,156~~$788,000 gain on the extinguishment of the note payable. Total changes in assets and liabilities of approximately ~~$265,444~~$265,000 were primarily driven by a ~~$1,707,225~~$1,707,000 decrease in accrued interest, a ~~$500,338~~$500,000 increase in accounts receivable, a ~~$473,028~~$473,000 increase in accounts receivable-unbilled, a ~~$70,394~~$70,000 decrease in deferred revenue, and a ~~$24,160~~$24,000 increase in prepaid expenses and other current assets, partially offset by a ~~$1,440,799~~$1,441,000 increase in accounts payable, and an increase in accrued expenses of ~~$1,068,902.~~$1,069,000.

For the six months ended June 30, 2020, net cash provided by operating activities was $55,681 which consisted of a net loss of $1,812,069, offset by non-cash charges of approximately $662,000, which primarily includes $420,257 related to amortization of internally developed software, $139,232 of amortization of discount and debt issuance costs on Convertible Notes, $51,332 of share-based compensation, $28,680 of depreciation and amortization of property and equipment, and a change in fair value of derivative liabilities of $22,000. Total changes in working capital assets and liabilities of approximately $1,206,249 were primarily driven by an increase in accrued interest of $906,476, an increase in deferred revenue of $359,171, an increase in accrued expenses of $157,086, an increase in accounts payable of $146,202, and a decrease in tax credit receivable of $104,479, partially offset by a $280,555 increase in accounts receivable-unbilled, an increase in accounts receivable of $183,117, and a $3,493 increase in prepaid expenses and other current assets.

Investing Activities

Net cash used in investing activities was ~~$442,881~~approximately $777,000 and ~~$592,024~~$443,000 for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. Net cash used in investing activities for the six months ended June 30, 2022 consisted of approximately $777,000 of capitalization of internally developed software. Net cash used in investing activities for the six months ended June 30, 2021 consisted of $440,331 of capitalization of internally developed software and $2,550 for purchases of property and equipment.

Financing Activities

Net cash ~~used in investing~~provided by financing activities was approximately $83,000 and $16,200,000 for the six months ended June 30, 2022 and 2021, respectively. Net cash provided by financing activities for the six months ended June 30, ~~2020~~2022 consisted mainly of ~~$591,017~~approximately $77,000 in proceeds from the exercise of ~~capitalization of internally developed software, and $1,007 for purchases of property and equipment.~~

~~Financing Activities~~

~~Net cash provided by financing activities was $16,199,817 and $1,783,008 for the six months ended June 30, 2021 and 2020, respectively.~~stock options. Net cash provided by financing activities for the six months ended June 30, 2021 consisted of $18,000,000 of proceeds received from the issuance of common stock in connection with the ~~IPO,~~Company’s initial public offering ( the “IPO”), $500,000 of proceeds received from the issuance of ~~Bridge Notes~~bridge notes payable, and $39,633 of proceeds received from the exercise of stock options, partially offset by $2,339,816 for the payment of offering costs in connection with the issuance of common stock in connection with the IPO. ~~Net cash provided~~

Effects of Inflation and Supply Chain Shortages

Our operations are heavily reliant on specimen availability, and as a result, we often receive more requests than we can fulfill. While the Company is subject to these types of supply chain constraints that are specific to the specimen industry, we have not been affected by ~~financing activities for~~the more common supply chain issues currently affecting the economy, specifically surrounding transportation. Due to the small size of the packages that we ship, our carriers were able to continue making timely deliveries during the six months ended June 30, ~~2020 consisted~~2022.

We have experienced negative effects of ~~proceeds received from~~inflation in certain areas of our business due to the ~~issuance~~high rates of ~~Bridge Notes payable totaling $1,000,000 and proceeds received from~~inflation in the ~~Paycheck Protection Program~~world’s current economy. This inflation is affecting employee salaries, which account for a significant portion of ~~$783,008.~~our operating costs. Additionally, costs of supplies have been affected by inflation; however, these costs are not significant to the Company’s results.

Inflation has not had a significant impact on the cost of specimens due to our long-term contracts maintained with vendors, which include revenue sharing plans.

Non-GAAP Financial Measure

To supplement our ~~consolidated~~ financial statements, which are prepared and presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we use adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), a non-GAAP financial measure, to understand and evaluate our core operating performance. This non-GAAP financial measure, which may be different than similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Table of Contents

We define our non-GAAP financial measure of Adjusted EBITDA as net loss, excluding income tax benefit, change in fair value of derivative liabilities, loss on extinguishment of ~~Bridge Notes~~bridge notes and ~~Related Party Bridge Notes,~~related party bridge notes, gain on extinguishment of note payable, interest expense, depreciation and amortization, and share-based compensation expense.

~~Table of Contents~~

We believe that Adjusted EBITDA provides useful information about our financial performance, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to a key metric used by our management for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of the change in fair value of derivative liabilities on the ~~Bridge Notes~~bridge notes and ~~Convertible Notes~~convertible notes provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations.

We are presenting the non-GAAP measure of Adjusted EBITDA to assist investors in seeing our financial performance through the eyes of management, and because we believe this measure provides an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA compared to net loss, the closest comparable GAAP measure. Some of these limitations are that:

Adjusted EBITDA excludes the change in fair value of the derivative liability, which represents a non-cash charge related to the change in fair value for the embedded features on the Convertible Notes, Bridge Notes, and Related Party Bridge Notes;

~~Adjusted EBITDA excludes the loss on the extinguishment of Bridge Notes and Relates Party Bridge Notes;~~

~~Adjusted EBITDA excludes the loss on the extinguishment of Convertible Notes~~

~~Adjusted EBITDA excludes the gain on the extinguishment of note payable;~~

~~Adjusted EBITDA excludes amortization of debt issuance costs and discounts on Convertible Notes which are components to interest expense;~~

Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation of leasehold improvements, property and equipment and amortization of internally developed software and, although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future; and

Adjusted EBITDA excludes share-based compensation expense which has been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of our compensation strategy.

ØAdjusted EBITDA excludes the change in fair value of the derivative liability, which represents a non-cash charge related to the change in fair value for the embedded features on the convertible notes, bridge notes, and related party bridge notes;

ØAdjusted EBITDA excludes the loss on the extinguishment of bridge notes and related party bridge notes;

ØAdjusted EBITDA excludes the loss on the extinguishment of convertible notes;

ØAdjusted EBITDA excludes the gain on the extinguishment of note payable;

ØAdjusted EBITDA excludes amortization of debt issuance costs and discounts on convertible notes which are components to interest expense;

ØAdjusted EBITDA excludes certain recurring, non-cash charges such as depreciation of leasehold improvements, property and equipment and amortization of internally developed software and, although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future; and

ØAdjusted EBITDA excludes share-based compensation expense which has been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of our compensation strategy.

Table of Contents

The following table presents a reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure, for each of the periods presented:


	Three months ended June 30,				Six months ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021

	(unaudited)				(unaudited)				(unaudited)				(unaudited)
Net loss	$	(1,394,914)	$	(174,092)	$	(5,358,405)	$	(1,812,069)	$	(2,606,809)	$	(1,394,914)	$	(4,990,551)	$	(5,358,405)
Income tax benefit		—		(145)		—		(145)
Depreciation and amortization										271,312		247,485		542,244		493,844
Share-based compensation										229,348		28,374		413,539		50,410
Interest expense										42,273		1,133,479		80,321		1,986,407
Gain (loss) on extinguishment of bridge notes and bridge notes, related parties										—		(9,746)		—		2,740,425
Loss on extinguishment of convertible notes and convertible notes, related parties										—		260,185		—		260,185
Gain on extinguishment of note payable										—		—		—		(788,156)
Change in fair value of derivative liability on convertible notes		117,000		(583,000)		271,000		22,000		—		117,000		—		271,000
Change in fair value of derivative liability on bridge notes and bridge notes, relates parties		(1,630,700)		—		(1,582,700)		—		—		(1,630,700)		—		(1,582,700)
Loss on extinguishment of bridge notes and bridge notes, related parties		(9,746)		—		2,740,425		—
Loss on extinguishment of convertible notes and convertible notes, related parties		260,185		—		260,185		—
Gain on extinguishment of note payable		—		—		(788,156)		—
Interest expense		1,133,479		459,005		1,986,407		1,048,220
Depreciation & amortization		247,485		228,089		493,844		448,937
Share-based compensation		28,374		22,045		50,410		51,332
Adjusted EBITDA	$	(1,248,837)	$	(48,098)	$	(1,926,990)	$	(241,725)	$	(2,063,876)	$	(1,248,837)	$	(3,954,447)	$	(1,926,990)

~~Table of Contents~~

Critical Accounting Policies

A summary of the significant accounting policies is provided in Note 2 of our unaudited condensed financial statements included in this Quarterly Report.

Discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue, and expenses at the date of the unaudited condensed financial statements. Generally, we base our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The following accounting policies involve estimates that are considered critical due to the level of subjectivity and judgment involved, as well as the impact on our financial position and results of operations.

Revenue Recognition

We recognize revenue using the ~~five step~~five-step approach as follows: (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) we satisfy the performance obligations.

We generate revenue by procuring various specimens from hospitals, laboratories, and other supply sites, for our medical research customers using our proprietary software, the iSpecimen Marketplace, to identify, locate, and ultimately validate the required specimens to our customers’ requested specifications. The Company’s performance obligation is to procure a specimen meeting the customer specification(s) from a supplier, on a “best efforts” basis, for our customer at the agreed price per specimen as indicated in the customer contract with the Company. We do not currently charge suppliers or customers for the use of our proprietary software. Each customer will execute a material and data use agreement with the Company or agrees to online purchase terms, each of which includes terms such as specimen and data use, shipment terms, payment, and cancellation terms. These are then supplemented by purchase orders that specify specimen requirements including detailed inclusion/exclusion criteria, quantities to be collected, and pricing. Collectively, these

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customer agreements represent the Company’s contracts with its customer. Generally, contracts have fixed unit pricing. For certain specimen orders, a refundable customer deposit may be required prior to order fulfillment depending on project set-up requirements, presented as deferred revenue. The Company expects to recognize the deferred revenue within the next twelve months.

Specimen collections occur at supply sites within our network. “Collection” is when the specimen has been removed, or “collected” from the patient or donor. A specimen is often collected specifically for a particular Company order. Once collected, the specimen is assigned by the supplier to the Company and control of the specimen passes to the Company. “Accession” is the process whereby a collected specimen and associated data are registered and assigned in the iSpecimen Marketplace to a particular customer order, can occur while a specimen is at the supplier site or while at the Company site and is when control of the specimen passes to the customer. Suppliers may ship specimens to the Company or directly to the customer if specimens must be delivered within a short time period (less than 24 hours after collection) or shipping to the Company is not practical.

We have evaluated principal versus agent considerations as part of our revenue recognition policy. We have concluded that we act as principal in the arrangement as we manage the procurement process from beginning to end and determine which suppliers will be used to fulfill an order, usually take physical possession of the specimens, set prices for the specimens, and bear the responsibility for customer credit risk.

We recognize revenue over time, as we have created an asset with no alternative use, and we have an enforceable right to payment for performance completed to date. At contract inception, we review a contract and related order upon receipt to determine if the specimen ordered has an alternative use by us. In the rare circumstances where specimens do have an alternative future use, our performance obligation is satisfied at the time of shipment. Generally, specimens ordered do not have an alternative future use to us and our performance obligation is satisfied when the related specimens are accessioned. We use an output method to recognize revenue for specimens with no alternative future use. The output is measured based on the number of specimens accessioned.

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reflecting the specimens being accessioned over time. However, specimens are generally shipped as soon as possible after they have been accessioned.

Once a specimen, that has no alternative future use, and for which we have an enforceable right to payment, has been accessioned, we record the offset to revenue in accounts receivable --- unbilled. Once the specimen has been shipped and invoiced, a reclassification is made from accounts receivable --- unbilled to accounts receivable.

Customers are generally given fourteen days from the receipt of specimens to inspect the specimens to ensure compliance with specifications set forth in the purchase order documentation. Customers are entitled to either receive replacement specimens or receive reimbursement of payments made for such specimens. We have a nominal history of returns for nonacceptance of specimens delivered. When this has occurred, we have given the customer a credit for the returns. We have not recorded a returns allowance.

Internally Developed Software

We capitalize certain internal and external costs incurred during the application development stage of internal use software projects until the software is ready for its intended use. Amortization of the asset commences when the software is complete and placed into service and is recorded in operating expenses. We amortize completed internal-use software over its estimated useful life of five years on a straight-line basis. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are classified as technology costs and expensed to operations as incurred. Costs that do not meet the capitalization criteria are expensed as incurred.

~~Derivative Liability for Embedded Conversion Features~~

~~We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.~~

We evaluate convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

The fair value of the embedded conversion features is estimated using a scenario-based analysis that estimates the fair value of the convertible promissory notes based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders, including various initial public offering, or IPO, settlement, equity financing, corporate transaction and dissolution scenarios. Estimating fair values of embedded conversion features requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because the embedded conversion features are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

~~Share-based~~Stock-based Compensation

We record ~~share-based~~stock-based compensation for options granted to employees, non-employees, and to members of the board of directors for their services on the board of directors based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period. Forfeitures are recognized when they occur.

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We use the Black-Scholes-Merton option pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton ~~option-pricing~~option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. We have concluded that its historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of ~~company specific~~Company-specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the ~~share-based~~stock-based awards. We compute the

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historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its ~~share-based~~stock-based awards. The risk-free interest rate is determined by reference to U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. We have not paid, and do not anticipate paying, cash dividends on shares of ~~its~~our common stock.

Common Stock Valuations

For all periods prior to our initial public offering, there was no public market for our common stock, and, as a result, the fair value of the shares of common stock underlying our share-based awards was estimated on each grant date by our board of directors. To determine the fair value of our common stock underlying option grants, our board of directors considered, among other things, input from management, valuations of our common stock prepared by unrelated third-party valuation firms in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, and our board of directors’ assessment of additional objective and subjective factors that it believed were relevant, and factors that may have changed from the date of the most recent valuation through the date of the grant. These factors included, but were not limited to:

~~our results of operations and financial position, including our levels of available capital resources;~~

~~our stage of development and material risks related to our business;~~

~~our business conditions and projections;~~

~~the valuation of publicly traded companies in the life sciences and Scientific Research & Development sectors, as well as recently completed mergers and acquisitions of peer companies;~~

~~the lack of marketability of our common stock as a private company;~~

~~the prices at which we sold shares of our convertible preferred stock to outside investors in arm’s length transactions;~~

~~the rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock;~~

~~the likelihood of achieving a liquidity event for our securityholders, such as an initial public offering or a sale of our company, given prevailing market conditions;~~

~~the hiring of key personnel and the experience and expertise of management;~~

~~trends and developments in our industry; and~~

~~external market conditions affecting the life sciences and Scientific Research & Development industry sectors.~~

our results of operations and financial position, including our levels of available capital resources;

Øour stage of development and material risks related to our business;

Øour business conditions and projections;

Øthe valuation of publicly traded companies in the life sciences and scientific research and development sectors, as well as recently completed mergers and acquisitions of peer companies;

Øthe lack of marketability of our common stock;

Øthe prices at which we sold shares of our convertible preferred stock to outside investors in arm’s length transactions;

Øthe rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock;

Øthe likelihood of achieving a liquidity event for our securityholders, such as an initial public offering or a sale of the Company, given prevailing market conditions;

Øthe hiring of key personnel and the experience and expertise of management;

Øtrends and developments in our industry; and

Øexternal market conditions affecting the life sciences and scientific research and development industry sectors.

For our valuations of common stock performed, we used a hybrid method of the Option Pricing Method (“OPM”) and the Probability-Weighted Expected Return Method (“PWERM”). PWERM considers various potential liquidity outcomes. Our approach included the use of an initial public offering scenario and a scenario assuming continued operation as a private entity. Under the hybrid OPM and PWERM, the per share value calculated under the OPM and PWERM are weighted based on expected exit outcomes and the quality of

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the information specific to each allocation methodology to arrive at a final estimated fair value per share of the common stock before a discount for lack of marketability is applied.

To determine the fair value of our common stock, we first determined our enterprise value using accepted valuation approaches; adjusted these valuation approaches with relevant discounts; weighted the results appropriately; and then allocated the equity value to our common stock and common stock equivalents. Our enterprise value was estimated using two generally accepted approaches: the income approach and the market approach. The income approach estimates enterprise value based on the estimated present value of future cash flows the business is expected to generate over its remaining life. The estimated present value is calculated using a discount rate reflective of the risks associated with an investment in a similar company in a similar industry or having a similar history of revenue growth. The market approach measures the value of a business through an analysis of recent sales or offerings of comparable investments or assets, and in our case, focused on comparing us to a group of our peer companies. In applying this method, valuation multiples are derived from historical and projected operating data of the peer company group. We then apply the

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selected multiples to our operating data to arrive at a range of indicated enterprise values of the Company. We then subtracted the net debt to determine equity value.

As a result of ~~the IPO~~our initial public offering in June 2021, it is not necessary to determine the fair value of our common stock, as our shares are traded in the public market.

~~Income Taxes~~

We provide for income taxes using the asset and liability method. We provide deferred tax assets and liabilities for the expected future tax consequences of temporary differences between our financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax assets to the amount that will more likely than not be realized.

~~We do not have any material uncertain tax positions for which reserves would be required. We will recognize interest and penalties related to uncertain tax positions, if any, in income tax expense.~~

Recent Accounting Standards

For information on recent accounting standards, see Note 2 to our audited financial statements included in our ~~final prospectus~~Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on ~~June 21, 2021.~~March 22, 2022.

JOBS Act Transition Period

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 ~~or the JOBS Act,~~(the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of ~~the Securities Act of 1933, as amended, or~~ the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected not to “opt out” of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 and (ii) complying with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) ~~the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering;~~December 31, 2026; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable for smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such

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information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, ~~2021,~~2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this ~~report,~~Quarterly Report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

There ~~was~~were no ~~change~~changes in our internal control over financial reporting that occurred during the ~~three~~six months ended June 30, ~~2021~~2022 covered by this Quarterly Report ~~on Form 10-Q~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

~~As a smaller reporting company, we are not required~~There have been no material changes with respect to ~~provide~~risk factors previously disclosed in the ~~information required by this item.~~Company’s Form 10-K for the year ended December 31, 2021, filed with the SEC on March 22, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~IPO~~Employee Stock Grant

OnIn the six months period ended June ~~21,~~30, 2022, our board of directors approved the grant of an aggregate of 166,793 restricted stock units (“RSUs”) to our employees under the under iSpecimen Inc. 2021 ~~we completed our IPO in which we issued and sold 2,250,000 shares of our common stock at a public offering price of $8.00 per share, for aggregate gross proceeds of $18 million. The net proceeds from~~Stock Incentive Plan (the “2021 Plan”).

Unless the ~~IPO were $15.7 million after deducting underwriting discounts of $1.7 million and other offering costs of $0.6 million. On July 1, 2021, we sold an additional 337,500 shares of our common stock,~~above-mentioned RSUs are forfeited pursuant to the ~~underwriters’ partial exercise of their overallotment option, at~~2021 Plan, the RSUs vest quarterly over four years with a public offering price of $8.00 per share, for aggregate gross proceeds of $2.7 million. In aggregate, we received approximately $18.2 million after deducting for all underwriting discounts of $1.9 millionone-year cliff. The RSUs and ~~other offering costs of $0.6 million.~~

~~Conversion of Convertible Promissory Notes~~

~~We previously issued an aggregate of $5.5 million principal amount of convertible promissory notes (collectively,~~ the “Convertible Notes”) in several private placements. Pursuant to the terms of the Convertible Notes, upon the completion of the IPO on June 21, 2021, the outstanding principal and accrued interest of $6,757,066 of the Convertible Notes were automatically converted into an aggregate of 1,206,614 shares of our common stock (the “Conversion Shares”) at a conversion price of $5.60 per share.

~~Conversion of Bridge Notes~~

We previously issued an aggregate of $7.0 million principal amount of bridge promissory notes (collectively, the “Bridge Notes”) in several private placements. Pursuant to the terms of the Bridge Notes, upon the completion of the IPO on June 21, 2021, the outstanding principal of $4,000,000 and accrued interest of $717,646 of the Bridge Notes were automatically converted into an aggregate of 842,429 shares of our common stock (the “Bridge Shares”) at a conversion price of $5.60 per share.

The Conversion Shares and Bridge Shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, since the issuance did not involve a public offering. The Convertible Notes and Bridge Notes were originally issued in private offerings in reliance on Rule 506 of Regulation D and Section 4(2) of the Securities Act.

~~Conversion of Preferred Stock~~

In connection with the IPO, on June 21, 2021, all of the outstanding shares of Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock were converted into 1,291,012 shares of common stock. The conversion of the Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock intounderlying shares of common stock ~~was exempt from registration pursuant~~are issued to our employees in reliance on Section ~~3(a)(9)~~4(a)(2) of the Securities Act.

~~Use of Proceeds~~

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Quarterly Report on Form 10-Q. There has been no material change in the planned use of the proceeds from our IPO as is described in our final prospectus related to the IPO.

Item 3. Defaults Upon Senior ~~Securities.~~Securities.

None.

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Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

~~During a meeting of the Company’s Board of Directors in July 2021, Tracy Curley, Chief Financial Officer, was formally elected as Treasurer of the Company.~~None.

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly ~~Report on Form 10-Q.~~Report.


No.	Description of Exhibit
~~3.1~~	~~Fourth Amended and Restated Certificate of Incorporation. (1)~~
~~3.2~~	~~Second Amended and Restated Bylaws. (1)~~
~~10.1~~	~~Form of Indemnification Agreement, by and between iSpecimen Inc. and certain directors and executive officers. (2)~~
~~10.2~~	~~Form of Confidentiality, Non-Competition And Assignment Agreement, by and between iSpecimen Inc. and each of its employees. (2)~~
~~10.3~~	iSpecimen Inc. 2021 Stock Incentive Plan*
~~10.4~~	~~Employment Agreement by and between iSpecimen Inc. and Christopher Ianelli. (3)~~
~~10.5~~	~~Employment Agreement by and between iSpecimen Inc. and JillMullan. (3)~~
~~10.6~~	~~Employment Agreement by and between iSpecimen Inc. and Tracy Curley. (3)~~
~~10.7~~	~~Employment Agreement by and between iSpecimen Inc. and Benjamin Bielak. (3)~~
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*	Filed herewith.

**	Furnished.

~~(1)~~

~~Previously filed as an exhibit to our Current Report on Form 8-K filed on June 22, 2021 and incorporated by reference herein.~~

~~(2)~~

~~Previously filed as an exhibit to our Registration Statement on Form S-1/A filed on December 31, 2020 and incorporated by reference herein.~~

~~(3)~~

~~Previously filed as an exhibit to our Registration Statement on Form S-1/A3 filed on April 2, 2021 and incorporated by reference herein.~~

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	iSpecimen, Inc.

Date: August ~~10, 2021~~4, 2022	By:	/s/ Christopher Ianelli
	Name:	Christopher Ianelli
	Title:	Chief Executive Officer and President (Principal Executive Officer)

Date: August ~~10, 2021~~4, 2022	By:	/s/ Tracy Curley
	Name:	Tracy Curley
	Title:	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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	June 30, 2021		December 31, 2020
ASSETS	(Unaudited)
Current assets:

Cash	$	13,184,310	$	695,909
Accounts receivable – unbilled		1,125,789		652,761
Accounts receivable, net of allowance for doubtful accounts of $147,714 and $108,096 at June 30, 2021 and December 31, 2020, respectively		1,987,112		1,526,392
Prepaid expenses and other current assets		442,089		417,929
Tax credit receivable, current portion		179,376		179,376
Total current assets		16,918,676		3,472,367
Property and equipment, net		55,879		75,589
Internally developed software, net		2,602,886		2,634,139
Security deposits		27,601		27,601
Total assets	$	19,605,042	$	6,209,696
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	3,233,231	$	1,792,432
Accrued expenses		1,879,812		810,910
Accrued interest		9,864		3,696,944
Convertible notes payable, related parties, net of unamortized debt discount and debt issuance costs		—		5,490,811
Derivative liability for embedded conversion features on convertible notes payable		—		2,373,000
Bridge notes payable, net of debt issuance costs		—		4,589,228
Bridge notes payable, related parties		—		1,905,000
Derivative liability for embedded conversion feature on bridge notes payable and bridge notes, related parties		—		—
Note payable, current portion		—		604,109
Deferred revenue		802,860		873,254
Total current liabilities		5,925,767		22,135,688
Note payable, net of current portion		—		178,899
Bridge notes payable, net of debt issuance costs		2,675,000		—
Bridge notes payable, related parties		325,000		—
Total liabilities		8,925,767		22,314,587
Commitments and contingencies
Series B convertible preferred stock, $0.0001 par value, 3,200,000 shares authorized, 0 and 572,465 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		—		7,999,997
Series A-1 convertible preferred stock, $0.0001 par value, 556,550 shares authorized, 0 and 100,365 issued and outstanding at June 30, 2021 and December 31, 2020, respectively		—		561,041
Series A convertible preferred stock, $0.0001 par value, 3,427,871 shares authorized, 0 and 618,182 issued and outstanding at June 30, 2021 and December 31, 2020, respectively		—		2,612,038
Total convertible preferred stock		—		11,173,076
Stockholders’ equity (deficit)
Common stock, $0.0001 par value, 200,000,000 shares authorized, 6,596,729 issued, and 6,565,729 outstanding at June 30, 2021, and 16,000,000 shares authorized, 967,213 issued and 936,213 outstanding at December 31, 2020		657		94
Additional paid-in capital		45,094,782		1,779,698
Treasury stock, 31,000 shares at June 30, 2021 and December 31, 2020, at cost		(172)		(172)
Accumulated deficit		(34,415,992)		(29,057,587)
Total stockholders’ equity (deficit)		10,679,275		(27,277,967)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	19,605,042	$	6,209,696


Derivative liability on the Convertible Notes reclassified to equity	$	2,644,000
Extinguishment of Convertible Notes principal		5,486,199
Accrued and unpaid interest on the Convertible Notes		1,257,066
Accumulated amortization on debt issuance costs		33,035
Loss on extinguishment of Convertible Notes		260,183
Write off of debt issuance costs		(27,571)
Derivative liability the Bridge Notes reclassified to equity		2,031,300
Extinguishment of Bridge Notes principal		4,000,000
Accrued and unpaid interest on the Bridge Notes		717,646
Gain on extinguishment of Bridge Notes		(9,514)
Total conversion of Convertible Notes and Bridge Notes into common stock	$	16,392,344


	Fair value at December 31, 2020
	Total		Level 1		Level 2		Level 3
Liabilities:
Derivative liability on convertible notes payable, related parties	$	2,373,000	$	—	$	—	$	2,373,000
Total liabilities	$	2,373,000	$	—	$	—	$	2,373,000


	2021		2020


Balance, beginning of period	$	2,373,000	$	2,214,000
Derivative liability on bridge notes payable and bridge notes payable, related parties		3,614,000		—
(Gain) loss included in earnings		(1,311,700)		22,000
Reclassification to equity in connection with debt conversion		(4,675,300)		—
Balance, end of period (unaudited)	$	—	$	2,236,000


Year Ending December 31,	Operating Leases
2021 (remaining)	$	80,706
2022		163,158
2023		165,254
2024		27,601
Total	$	436,719


				Weighted Average
				Remaining
	Options	Weighted Average		Contractual Term	Aggregate
	Outstanding	Exercise Price		in Years	Intrinsic Value
Balance at December 31, 2020	251,847	$	1.00	8.06	$	89,100
Granted	14,515	$	3.83	9.52		—
Exercised	(39,461)	$	1.00	—		—
Cancelled/forfeited	(1,987)	$	1.00	—		—
Balance at June 30, 2021	224,914	$	1.18	7.85	$	1,392,403

Options exercisable at June 30, 2021	198,521	$	1.00	7.54	$	1,234,801

Net cash flows used in investing activities		(442,881)		(592,024)		149,143	(25)	%
Net cash flows provided by financing activities		16,199,817		1,783,008		14,416,809	809	%
Net increase in cash and cash equivalents	$	12,488,401	$	1,246,665	$	11,241,736